Common use of Payments to Holders Clause in Contracts

Payments to Holders. Notwithstanding any provisions of this Indenture and the Senior Notes to the contrary: (a) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereof; or (b) At the request of a Holder of at least $5 million in aggregate principal amount of Senior Notes outstanding, all payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds prior to 10:00 a.m., New York City time, directly to the Holder of such Senior Note (whether by federal funds, wire transfer or otherwise); provided, however, that no such federal funds, wire transfer or other such direct payment shall be made to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions to the Trustee prior to the relevant record date for such payment requesting that such payment will be so made and designating the bank account to which such payments shall be so made and, in the case of payments of principal, surrenders the Senior Note to the Trustee in exchange for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment date. The Company will indemnify and hold the Trustee harmless against any loss, liability or expense (including attorneys' fees and expenses) resulting from any act or omission to act on the part of the Company or any such Holder in connection with any such agreement or which the Paying Agent may incur as a result of making any payment in accordance with any such agreement. All payments made on a Redemption Date are subject to Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior to the Maturity Date, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereof, that the Company expects that the final installment of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding.

Payments to Holders. Notwithstanding any provisions of this Indenture and the Senior Notes to the contrary: (a) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereof; or (b) At the request of a Holder of at least $5 million in aggregate principal amount of Senior Notes outstanding, all payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds prior to 10:00 a.m., New York City time, directly to the Holder of such Senior Note (whether by federal funds, wire transfer or otherwise); provided, however, that no such federal funds, wire transfer or other such direct No payment shall be made to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions with respect to the Trustee prior principal of, or premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the relevant record date Securities to be called for such redemption in accordance with Article III as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, if: (i) a default in the payment requesting that such payment will be so made of principal, premium, interest or other obligations due on any Senior Indebtedness occurs and designating the bank account to which such payments shall be so made andis continuing (or, in the case of Senior 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 Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of the default (a "Payment Blockage Notice") from a Representative or the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section 12.1 unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, surrenders premium, if any, and interest on the Senior Note Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee in exchange shall be, or be made, the basis for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment datesubsequent Payment Blockage Notice. The Company will indemnify may and hold shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (ii) above, 179 days after notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article XII otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, 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, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, before any payment is made on account of the principal of, premium, if any, or interest on the Securities (except payments made pursuant to Article VI from monies deposited with the Trustee harmless against pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any losssuch dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, liability insolvency, receivership or expense other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article XII, shall (including attorneys' fees and expensesexcept as aforesaid) resulting from be paid by the Company or by any act receiver, trustee in bankruptcy, liquidating trustee, agent or omission other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to act the holders of Senior Indebtedness (pro rata to such holders on the part basis of the respective amounts of Senior Indebtedness 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 Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. For purposes of this Article XII, 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 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 XII with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new corporation, as the case may be) are not, without the consent of such Holder holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in connection with any Article V shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 if such agreement or which the Paying Agent may incur other corporation shall, as a result part of making such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article V. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any payment Holder of Securities in respect of the principal of, premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with any such agreement. All Article III as provided in the Indenture), except payments and distributions made on a Redemption Date are subject to by the Trustee as permitted by the first or second paragraph of Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior 12.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the Maturity Dateholders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the 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 foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, 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 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 Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 12.2 shall apply to claims of, or payments to, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar under or pursuant to Section 2.3 hereof, that 7.7. This Section 12.2 shall be subject to the Company expects that the final installment further provisions of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding12.5.

Payments to Holders. Notwithstanding any provisions of this Indenture and the Senior Notes to the contrary: (a) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereof; or (b) At the request of a Holder of at least $5 million in aggregate principal amount of Senior Notes outstanding, all payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds prior to 10:00 a.m., New York City time, directly to the Holder of such Senior Note (whether by federal funds, wire transfer or otherwise); provided, however, that no such federal funds, wire transfer or other such direct No payment shall be made to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions with respect to the Trustee prior principal of, or premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the relevant record date Securities to be called for such redemption in accordance with Article III as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, if: (i) a default in the payment requesting that such payment will be so made of principal, premium, interest, rent or other obligations due on any Senior Indebtedness occurs and designating the bank account to which such payments shall be so made andis continuing (or, in the case of Senior 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 Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of the default (a “Payment Blockage Notice”) from a Representative or the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, surrenders premium, if any, and interest on the Senior Note Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee in exchange shall be, or be made, the basis for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment datesubsequent Payment Blockage Notice. The Company will indemnify may and hold shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (ii) above, 179 days pass after notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article XII otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, 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, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, before any payment is made on account of the principal of, premium, if any, or interest on the Securities (except payments made pursuant to Article VI from monies deposited with the Trustee harmless against pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any losssuch dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, liability insolvency, receivership or expense other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article XII, shall (including attorneys' fees and expensesexcept as aforesaid) resulting from be paid by the Company or by any act receiver, trustee in bankruptcy, liquidating trustee, agent or omission other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to act the holders of Senior Indebtedness (pro rata to such holders on the part basis of the respective amounts of Senior Indebtedness 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 Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. For purposes of this Article XII, 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 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 XII with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new corporation, as the case may be) are not, without the consent of such Holder holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in connection with any Article V shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 if such agreement or which the Paying Agent may incur other corporation shall, as a result part of making such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article V. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any payment Holder of Securities in respect of the principal of, premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with any such agreement. All Article III as provided in the Indenture), except payments and distributions made on a Redemption Date are subject to by the Trustee as permitted by the first or second paragraph of Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior 12.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the Maturity Dateholders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration at the address set forth in the notice from the Agent (or successor agent) to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section 12.2, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expired. 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 or the Holders of the Securities before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, 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 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 Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 12.2 shall apply to claims of, or payments to, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar under or pursuant to Section 2.3 hereof, that 7.7. This Section 12.2 shall be subject to the Company expects that the final installment further provisions of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding12.5.

Payments to Holders. Notwithstanding any provisions of this Indenture and the Senior Notes No payment shall be made with respect to the contraryprincipal of, or premium, if any, or interest on this Instrument, if: (a1) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown default in the registrar payment of the principal, premium, if any, or interest or other payment due on Senior Notes maintained by the Registrar pursuant to Section 2.3 hereofIndebtedness occurs and is continuing beyond any applicable period of grace (a "Payment Default"); or (b2) At the request of a Holder of at least $5 million in aggregate principal amount of Senior Notes outstandingdefault, all payments other than a Payment Default, occurs and is continuing with respect to any Designated Senior Indebtedness that then permits holders of the Designated Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds prior to 10:00 a.m., New York City time, directly to the Holder of such Senior Note (whether by federal funds, wire transfer or otherwise); provided, however, that no such federal funds, wire transfer or other such direct payment shall be made to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions to the Trustee prior to the relevant record date for such payment requesting that such payment will be so made and designating the bank account Indebtedness as to which such default relates to accelerate its maturity and the holder of this Instrument and the Company receive a written notice of such default (a "Payment Blockage Notice") from a representative of Designated Senior Indebtedness or a holder of Designated Senior Indebtedness (a "Non-Payment Default") and each such period during which payments in respect of this Instrument are so prohibited is referred to as a "Payment Blockage Period." The Company may and shall be so made andresume payments on this Instrument in the case of a Payment Default, on the date upon which such default is cured or waived or ceases to exist. The Company may and shall resume payments on this Instrument, and the applicable Payment Blockage Period shall terminate, in the case of payments a Non-Payment Default, on the earliest to occur of principal, surrenders the following dates: (w) the date upon which such Non-Payment Default is cured or waived or otherwise ceases to exist; (x) 179 days after the date of receipt by the holder of this Instrument of such Payment Blockage Notice (provided the Senior Note Indebtedness shall not theretofore have been accelerated and provided further, that upon the rescission (if any) of such acceleration, payments in respect of this Instrument shall resume as and to the Trustee extent set forth below); (y) the date on which the Senior Indebtedness shall have been discharged or paid in exchange for full; or (z) the date on which such Payment Blockage Period shall have been terminated by written notice to the Company or the holder of this Instrument from the holder of Senior Indebtedness who delivered the Payment Blockage Notice or its representative, and after which, in the case of clauses (w) through (z), the Company shall resume making any and all required payments in respect of this Instrument, including any payments not made during the Payment Blockage Period. At any time (i) after the occurrence of a Payment Default and until the conditions described in the first sentence of the previous paragraph are satisfied, or (ii) after the receipt of a Payment Blockage Notice by the holder of this Instrument and the Company and until the termination of the Payment Blockage Period, the holder of this Instrument shall have no right to accelerate the maturity of the amounts due under this Instrument or otherwise demand payment thereof, enforce any claim with respect to the amounts due under this Instrument, institute or attempt to institute any bankruptcy or insolvency proceedings against the Company or the Company's property without the prior written consent of each holder of Senior Note or Senior Notes aggregating Indebtedness, until the same principal amount as the unredeemed principal amount first to occur of (a) acceleration of the Senior Notes surrenderedIndebtedness; or (b) commencement of judicial enforcement of any rights or remedies under the documents evidencing the Senior Indebtedness of applicable law with respect to the Senior Indebtedness or the documents evidencing the Senior Indebtedness, or commencement of a proceeding of the nature described in Sections 3(a)(4) or 3(a)(5) above (each, an "Insolvency Proceeding"), except to the extent (but only to such extent) that the commencement of a legal action may be required to toll the running of any applicable statute of limitation. The Trustee No new period of payment blockage may be commenced pursuant to a Payment Blockage Notice unless at least 365 days shall be entitled to rely have elapsed since the Company's receipt of the immediately prior Payment Blockage Notice. No default (whether or not such event of default is on the last instruction delivered by same issue of Designated Senior Indebtedness) that existed or was continuing on the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior date of delivery of any Payment Blockage Notice to the relevant record date holder of this Instrument shall be, or be made, the basis for a subsequent Payment Blockage Notice. If payment dateof this Instrument is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration. The Company will indemnify and hold Notwithstanding the Trustee harmless against foregoing, in the event that the holder of this Instrument receives any loss, liability payment or expense (including attorneys' fees and expenses) resulting from any act or omission to act on the part distribution of assets of the Company of any kind in contravention of any term of this Section 5, whether in cash, property or securities, including, without limitation, by way of setoff or otherwise, before all Senior Indebtedness is paid in full, in cash or such other form of payment as may be acceptable to the holders of Senior Indebtedness, then such payment or distribution shall be held by the recipient or recipients in trust for the benefit of, and shall promptly be paid over or delivered to, the holders of Senior Indebtedness or their respective representative or representatives, or to the trustee or trustees under any such Holder in connection with indenture pursuant to which any such agreement or which instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Paying Agent may incur as a result Company, for application to the payment of making any all Senior Indebtedness remaining unpaid to the extent necessary to make payment in accordance with any full, in cash or such agreement. All payments made on a Redemption Date are subject to Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior other form of payment as may be acceptable to the Maturity Dateholders of Senior Indebtedness, of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution, or provision therefor, to or for the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereof, that the Company expects that the final installment of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender holders of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstandingIndebtedness.

Payments to Holders. Notwithstanding any provisions of this Indenture and the Senior Notes Except as otherwise provided in a supplemental indenture, no payment shall be made with respect to the contraryprincipal of or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities to be called for redemption in accordance with Article III as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, if: (a) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown default in the registrar payment of principal, premium, interest, rent or other obligations due on any Senior Indebtedness occurs and is continuing (or, in the case of Senior Notes maintained by Indebtedness for which there is a period of grace, in the Registrar pursuant event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to Section 2.3 hereofexist; or (b) At an event of default or a default, in each case, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness (or a trustee or other authorized party on their behalf) to accelerate its maturity and the request Trustee receives a notice of the default (a “Payment Blockage Notice”) from a Representative or the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (b) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, premium, if any, and interest on the Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a Holder default referred to in clause (b) above, 179 days pass after notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article XII otherwise prohibits the payment or distribution at least $5 million in aggregate principal amount the time of Senior Notes outstanding, all payments with respect to such payment or distribution. Upon any of the Senior Notes may be made payment by the Paying Agent upon receipt from Company, or distribution of assets of the Company of immediately available funds 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, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, before any payment is made on account of the principal of or interest on the Securities (except payments made pursuant to Article VI from monies deposited with the Trustee pursuant thereto prior to 10:00 a.m.commencement of proceedings for such dissolution, New York City timewinding-up, liquidation or reorganization); 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 the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article XII, 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 of the Securities or by the Trustee under this Indenture if received by them or it, directly to the Holder holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness 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 Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Note (whether by federal fundsIndebtedness, wire transfer after giving effect to any concurrent payment or otherwise); provideddistribution to or for the holders of Senior Indebtedness, however, that no such federal funds, wire transfer before any payment or other such direct payment shall be distribution or provision therefor is made to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions the Holders of the Securities or to the Trustee prior Trustee. For purposes of this Article XII, the words, “cash, property or securities” shall not be deemed to the relevant record date for such payment requesting that such payment will be so made and designating the bank account to which such payments shall be so made and, in the case include shares of payments of principal, surrenders the Senior Note to the Trustee in exchange for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount stock of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment date. The Company will indemnify and hold the Trustee harmless against any lossas reorganized or readjusted, liability or expense (including attorneys' fees and expenses) resulting from any act or omission to act on the part securities of the Company or any other person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new person, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new person, as the case may be) are not, without the consent of such Holder 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 conveyance or transfer of its property as an entirety, or substantially as an entirety, to another person upon the terms and conditions provided for in connection with any Article V shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 if such agreement or which the Paying Agent may incur other person shall, as a result part of making such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article V. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any payment Holder of Securities in respect of the principal of or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with any such agreement. All Article III as provided in the Indenture), except payments and distributions made on a Redemption Date are subject to by the Trustee as permitted by the first or second paragraph of Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior 12.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the Maturity Dateholders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration at the address set forth in the notice from the Agent (or successor agent) to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section 12.2, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expired. 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 or the Holders of the Securities before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, 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 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 Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 12.2 or elsewhere in this Article XII shall apply to claims of, or payments to, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar under or pursuant to Section 2.3 hereof, that 7.7. This Section 12.2 shall be subject to the Company expects that the final installment further provisions of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding12.5.

Payments to Holders. Notwithstanding any provisions of this Indenture and the Senior Notes No payment shall be made with respect to the contrarypayment of Principal Amount, Issue Price, accrued Liquidated Damages, if any, accrued Original Issue Discount, Redemption Price, Purchase Price, Fundamental Change Redemption Price, interest and any other amounts payable, if any, on the Securities, except payments and distributions made by the Trustee as permitted by Section 10.05, if: (ai) Except for a default in any payments to be made on a Redemption Date or the Maturity Datepayment obligations in respect of Senior Indebtedness occurs and is continuing, payments with respect without regard to any applicable period of the Senior Notes may be made grace (whether at maturity or at a date fixed for payment or by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereofdeclaration or otherwise); or (bii) At the request of a Holder of at least $5 million in aggregate principal amount of Senior Notes outstanding, all payments any other default occurs and is continuing with respect to any Designated Senior Indebtedness that permits the holders of such Designated Senior Indebtedness as to which such default relates to accelerate its maturity and the Trustee receives a notice of the default (a "Payment Blockage Notice") from a holder of Designated Senior Notes may be made by Indebtedness, or a Representative of Designated Senior Indebtedness. If the Paying Agent upon receipt from the Company of immediately available funds prior Trustee receives any Payment Blockage Notice pursuant to 10:00 a.m.clause (ii) above, New York City time, directly to the Holder of such Senior Note (whether by federal funds, wire transfer or otherwise); provided, however, that no such federal funds, wire transfer or other such direct payment subsequent Payment Blockage Notice shall be made to any Holder under effective for purposes of this Section 2.14(b) unless such Holder has delivered written instructions and until at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee prior to shall be, or be made, the relevant record date for such payment requesting that such payment will be so made and designating the bank account to which such payments shall be so made and, in the case of payments of principal, surrenders the Senior Note to the Trustee in exchange basis for a Senior Note subsequent Payment Blockage Notice unless such default shall have been cured or Senior Notes aggregating the same principal amount as the unredeemed principal amount of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date waived for a payment date. The Company will indemnify and hold the Trustee harmless against period of not less than 90 days (it being acknowledged that (x) any loss, liability or expense (including attorneys' fees and expenses) resulting from any act or omission to act on the part action of the Company or any of its Subsidiaries occurring subsequent to delivery of a Payment Blockage Notice that would give rise to any event of default pursuant to any provision of Senior Indebtedness under which an event of default previously existed (or was continuing at the time of delivery of such Holder Payment Blockage Notice) shall constitute a new event of default for this purpose and (y) any breach of a financial covenant giving rise to a nonpayment default for a period ending subsequent to the date of delivery of the respective Payment Blockage Notice shall constitute a new event of default for this purpose.) The Company may and shall resume payments on and distributions in connection with any such agreement or respect of the Securities upon the earlier of: (1) in case of a default referred to in clause (i) above, the date upon which the Paying Agent may incur as a result of making any payment default is cured or waived in accordance with the terms of the governing instrument or ceases to exist, or (2) in the case of a default referred to in clause (ii) above, the date upon which the default is cured, waived in accordance with the terms of the governing instrument or ceases to exist or 179 days pass after the applicable Payment Blockage Notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article 10 otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company 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 or bankruptcy of the Company, whether voluntary or involuntary or insolvency, receivership or similar proceedings relating to the Company or its property, or an assignment for the benefit of creditors or any marshaling of the Company's assets or liabilities, all amounts due or to become due upon all Senior Indebtedness of the Company shall first be paid in full in cash or other payment satisfactory to the holders of such agreement. All Senior Indebtedness before any payment is made on account of the Principal Amount, Issue Price, accrued Original Issue Discount, accrued Liquidated Damages, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price, interest or any other amounts payable, if any, in respect of the Securities (except payments made on a Redemption Date are subject pursuant to Section 2.8 and Article 3 hereof. No later than fifteen (15) days 8 hereof from monies deposited with the Trustee pursuant thereto prior to the happening of such dissolution or winding-up or liquidation or reorganization or bankruptcy of the Company, whether voluntary or involuntary or insolvency, receivership or similar proceedings relating to the Company or its property, or an assignment of the benefit of creditors or any marshaling of the Company's assets or liabilities), and upon any such dissolution or winding-up or liquidation or reorganization or bankruptcy of Company, whether voluntary or involuntary or insolvency, receivership or similar proceedings relating to the Company or its property, or an assignment of the benefit of creditors or any marshalling of the Company's assets or liabilities, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provisions of this Article 10, 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 of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company as their interests may appear or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any such Senior Indebtedness may have been issued, as their respective interests may appear to the extent necessary to pay all such Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the Holders of the Securities or to the Trustee. In the event that any Securities are declared due and payable before their Stated Maturity Datepursuant to Section 6.02, then and in such event the Company shall promptly notify holders of its Senior Indebtedness of such acceleration. The Company may not pay the Securities until 120 days have passed after such acceleration occurs and may thereafter pay the Securities only to the extent that this Article 10 permits the payment at that time. 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 provisions in this Section 10.02, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness of the Company is paid in full in cash or other payment satisfactory to the holders of such Senior 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 Indebtedness of the Company or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all such Senior Indebtedness remaining unpaid to the extent necessary to pay all such Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. For purposes of this Article 10, 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 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 10 with respect to the Securities to the payment of all Senior Indebtedness of the Company which may at the time be outstanding; provided that (i) such Senior Indebtedness is -------- assumed by the new corporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of such Senior Indebtedness (other than leases that are not assumed by the Company or the new corporation, 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 corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article 5 hereof shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 10.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 5 hereof. Nothing in this Section 10.02 shall apply to claims of, or payments to, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar under or pursuant to Section 2.3 hereof, that 7.07. This Section 10.02 shall be subject to the Company expects that the final installment further provisions of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding10.05.

Payments to Holders. Notwithstanding any provisions of this Indenture and the Senior Notes to the contrary: (a) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereof; or (b) At the request of a Holder of at least $5 million 10% or more in aggregate principal amount amounts of Senior Notes outstanding, outstanding all payments with respect to any of the Senior Notes Notes, may be made by the Paying Agent upon receipt from the Company of immediately available funds prior to 10:00 a.m., New York City time, directly to the Holder of such Senior Note (whether by federal funds, wire transfer or otherwise); , provided, however, that no such federal funds, wire transfer or other such direct payment shall be made to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions to the Trustee prior to the relevant record date for such payment requesting that such payment will be so made and designating the bank account to which such payments shall be so made and, in the case of payments of principal, surrenders the Senior Note to the Trustee in exchange for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment date. The Company will indemnify and hold the Trustee harmless against any loss, liability or expense (including attorneys' fees and expenses) resulting from any act or omission to act on the part of the Company or any such Holder in connection with any such agreement or which the Paying Agent may incur as a result of making any payment in accordance with any such agreement. All payments made on a Redemption Date are subject to Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior to the Maturity Date, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereof, that the Company expects that the final installment of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding.

Payments to Holders. Notwithstanding any provisions of this Indenture and the Senior Notes No payment shall be made with respect to the contraryprincipal of or interest on the Securities, except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 10.5, if: (aA) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown default in the registrar payment of the principal, interest, rent or other obligations in respect of Senior Notes maintained by the Registrar pursuant Debt occurs and is continuing beyond any applicable period of grace (a “Payment Default”), unless and until such Payment Default shall have been cured or waived or shall have ceased to Section 2.3 hereofexist; or (bB) At a default, other than a Payment Default, on any Senior Debt occurs and is continuing that then permits holders of such Senior Debt or a Representative thereof to accelerate its maturity (or in the request case of any lease, a Holder default occurs and is continuing that permits the lessor to either terminate the lease or require the Company to make an irrevocable offer to terminate the lease following an event of at least $5 million default thereunder) (a “Non-Payment Default”), unless and until such Non-Payment Default shall have been cured or waived or shall have ceased to exist. The Company may and shall resume payments on and distributions in aggregate principal amount of Senior Notes outstanding, all payments with respect to any of the Senior Notes may be made Securities upon the date upon which any such Payment Default or Non-Payment is cured or waived or ceases to exist. Upon any payment by the Paying Agent upon receipt from Company, or distribution of assets of the Company of immediately available funds 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, receivership or other proceedings, all amounts due or to become due upon all Senior Debt shall first be paid in 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 provided for in cash or other payment satisfactory to the holders of such Senior Debt before any payment is made on account of the principal of or interest on the Securities (except payments made pursuant to Article VII from monies deposited with the Trustee pursuant thereto prior to 10:00 a.m.commencement of proceedings for such dissolution, New York City timewinding up, liquidation or reorganization), and upon any such dissolution or winding up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other similar proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Securities or the Trustee would be entitled, except for the provisions of this Article X, 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 of the Securities or by the Trustee under this Indenture if received by them or it, directly to the Holder 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, 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 such Senior Note (whether by federal fundsDebt, wire transfer after giving effect to any concurrent payment or otherwise); provideddistribution to or for the holders of Senior Debt, however, that no such federal funds, wire transfer before any payment or other such direct payment shall be distribution is made to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions the holders of the Securities or to the Trustee prior Trustee. For purposes of this Article X, the words, “cash, property or securities” shall not be deemed to the relevant record date for such payment requesting that such payment will be so made and designating the bank account to which such payments shall be so made and, in the case include shares of payments of principal, surrenders the Senior Note to the Trustee in exchange for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount stock of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment date. The Company will indemnify and hold the Trustee harmless against any lossas reorganized or readjusted, liability or expense (including attorneys' fees and expenses) resulting from any act or omission to act on the part securities of the Company or any other 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 X with respect to the 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 corporation, 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 corporation, as the case may be) are not, without the consent of such Holder holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in connection with any Section 9.13 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 10.2 if such agreement or which the Paying Agent may incur other Person shall, as a result part of making such consolidation, merger, conveyance or transfer, comply with the conditions stated in Section 9.13. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any holder of Securities in respect of the principal of or interest on the Securities except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 10.5, until all Senior Debt has been paid in full in cash or other payment satisfactory to the holders of Senior Debt If payment of the Securities is accelerated because of an Event of Default, the Company or the Trustee shall promptly notify holders of Senior Debt of the 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 foregoing provisions in this Section 10.2, shall be received by the Trustee or the holders of the Securities before all Senior Debt is paid in 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 any such agreement. All payments made on a Redemption Date are subject to Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior its terms in cash or other payment satisfactory to the Maturity Dateholders 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 their Representative or Representatives, as their respective interests may appear, as calculated by the Company, for application to the payment of any 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 such Senior Debt, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt. Nothing in this Section 10.2 shall apply to claims of, or payments to, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar under or pursuant to Section 2.3 hereof, that 6.7. This Section 10.2 shall be subject to the Company expects that the final installment further provisions of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding10.5.

Payments to Holders. Notwithstanding any provisions of this Indenture and the Senior Notes to the contrary: (a) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereof; or (b) At the request of a Holder of at least $5 million in aggregate principal amount of Senior Notes outstanding, all payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds prior to 10:00 a.m., New York City time, directly to the Holder of such Senior Note (whether by federal funds, wire transfer or otherwise); provided, however, that no such federal funds, wire transfer or other such direct No payment shall be made to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions with respect to the Trustee prior principal of, or premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the relevant record date Securities to be called for such redemption in accordance with Article 11 as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 15.5, if: (i) a default in the payment requesting that such payment will be so made of principal, premium, if any, interest, rent or other obligations due on any Senior Debt occurs and designating the bank account to which such payments shall be so made andis continuing (or, in the case of payments Senior Debt for which there is a period of principalgrace, surrenders 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 Note 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, other than a Payment Default, on any Designated Senior Debt occurs and is continuing that then permits holders of such Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of the default (a “Payment Blockage Notice”) from a holder of Designated Senior Debt, a Representative of Designated Senior Debt or the Company (a “Non-Payment Default”). If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice. No Non-Payment Default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee in exchange shall be, or be made, the basis for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment datesubsequent Payment Blockage Notice. The Company will indemnify may and hold the Trustee harmless against any loss, liability or expense (including attorneys' fees shall resume payments on and expenses) resulting from any act or omission to act on the part distributions in respect of the Company or any such Holder in connection with any such agreement or which Securities upon the Paying Agent may incur as a result of making any payment in accordance with any such agreement. All payments made on a Redemption Date are subject to Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior to the Maturity Date, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereof, that the Company expects that the final installment of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding.earlier of:

Payments to Holders. Notwithstanding any provisions No payment shall be made with respect to the principal of this Indenture or interest (including Contingent Interest and Additional Interest, if any) on the Securities (including, but not limited to, the Fundamental Change Repurchase Price and the Senior Notes Redemption Price with respect to the contrarySecurities subject to purchase or redemption in accordance with Articles 3 and 11, respectively, and any payment of cash upon conversion in accordance with Article 9), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.05, if: (a) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown default in the registrar 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 Notes maintained by Debt for which there is a period of grace, in the Registrar pursuant to Section 2.3 hereofevent 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 (b) At 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 request Trustee receives at the Corporate Trust Office a written notice of the default (a “Payment Blockage Notice”) from the Company or a Representative of Designated Senior Debt. Notwithstanding the foregoing, following the delivery of a Holder Payment Blockage Notice, no new Payment Blockage Notice may be delivered and no new period of at least $5 million in aggregate principal amount of Senior Notes outstanding, all payments payment blockage with respect to any the Securities may begin until both (i) 365 consecutive days have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (ii) all scheduled payments of principal, any premium and interest (including Contingent Interest and Additional Interest, if any) with respect to the Securities that are due have been paid in full in cash. No default that existed or was continuing on the date of delivery of any Payment Blockage Notice with respect to the Designated Senior Notes Debt whose holders delivered the Payment Blockage Notice may be made the basis of a subsequent Payment Blockage Notice by the Paying Agent holders of such Designated Senior Debt, whether or not within a period of 365 consecutive days. The Company may and shall resume payments on and distributions in respect of the Securities upon: (1) in the case of a Payment Default, the date upon receipt from which the default is cured or waived or ceases to exist, or (2) in the case of a Non-Payment Default, the earlier of (i) the date on which such default is cured or waived or ceases to exist, in each case as and to the extent permitted under the documentation for the Designated Senior Debt, or (ii) the 179th day after the date on which the applicable Payment Blockage Notice is received, in each case, unless the maturity of the Designated Senior Debt has been accelerated or this Article 12 otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of immediately available funds 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, receivership or similar proceedings, 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 is made on account of the principal of or interest (including Contingent Interest and Additional Interest, if any) on, or with respect to the conversion of, the Securities (except, to the extent required by applicable law, payments made pursuant to Article 9 from monies deposited with the Trustee pursuant thereto prior to 10:00 a.m.commencement of proceedings for such dissolution, New York City timewinding-up, liquidation or reorganization); 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 the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article 12, 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 of the Securities or by the Trustee under this Indenture if received by them or it, directly to the Holder holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Note (whether Debt held by federal fundssuch holders, wire transfer or otherwise); providedas otherwise required by law or a court order) or their representative or representatives, howeveror to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt may have been issued, that no such federal fundsas their respective interests may appear, wire transfer to the extent necessary to pay all Senior Debt in full in cash, or other such direct payment shall be 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 any Holder under this Section 2.14(b) unless such Holder has delivered written instructions the Holders of the Securities or to the Trustee prior Trustee. For purposes of this Article 12, the words, “cash, property or securities” shall not be deemed to the relevant record date for such payment requesting that such payment will be so made and designating the bank account to which such payments shall be so made and, in the case include shares of payments of principal, surrenders the Senior Note to the Trustee in exchange for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount Capital Stock of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment date. The Company will indemnify and hold the Trustee harmless against any lossas reorganized or readjusted, liability or expense (including attorneys' fees and expenses) resulting from any act or omission to act on the part securities of the Company or any other 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 12 with respect to the 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 corporation, 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 corporation, as the case may be) are not, without the consent of such Holder holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance, transfer or lease of all or substantially all its property to another corporation upon the terms and conditions provided for in connection Article 6 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 if such other corporation shall, as a part of such consolidation, merger, conveyance, transfer or lease, comply with any the conditions stated in Article 6. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Debt or their Representatives of such agreement acceleration. The Company shall not pay the Securities until five days after the holders or Representatives for the holders of Senior Debt receive notice of the acceleration and after which the Paying Agent may incur as a result of making Company shall pay the Securities only if this Article 12 otherwise permits payment at that time. 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 or the Holders of the Securities 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 any such agreement. All payments made on a Redemption Date are subject to Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior its terms in cash or other payment satisfactory to the Maturity Dateholders 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 12.02 shall apply to claims of, or payments to, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar under or pursuant to Sections 7.06 or 8.07. This Section 2.3 hereof, that 12.02 shall be subject to the Company expects that the final installment further provisions of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding12.05.

Payments to Holders. Notwithstanding any provisions of this Indenture and the Senior Notes to the contrary: (a) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereof; or (b) At the request of a Holder of at least $5 million in aggregate principal amount of Senior Notes outstanding, all payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds prior to 10:00 a.m., New York City time, directly to the Holder of such Senior Note (whether by federal funds, wire transfer or otherwise); provided, however, that no such federal funds, wire transfer or other such direct No payment shall be made to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions with respect to the Trustee prior principal of, or premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the relevant record date Securities to be called for such redemption in accordance with Article III as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, if: (i) a default in the payment requesting that such payment will be so made of principal, premium, interest, rent or other obligations due on any Senior Indebtedness occurs and designating the bank account to which such payments shall be so made andis continuing (or, in the case of payments Senior Indebtedness for which there is a period of principalgrace, surrenders 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 Note Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of the default (a “Payment Blockage Notice”) from a Representative or the Company. Upon any payment by the Company, 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, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the Trustee holders of such Senior Indebtedness, or payment thereof in exchange accordance with its terms provided for a in cash or other payment satisfactory to the holders of such Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount Indebtedness, before any payment is made on account of the Senior Notes surrendered. The Trustee shall be entitled to rely principal of, premium, if any, or interest on the last instruction delivered Securities (except payments made pursuant to Article VI from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); 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 the Holder Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article XII, 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 of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness 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 this Section 2.14(b) unless a new instruction is delivered prior which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the relevant record date extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for a the holders of Senior Indebtedness, before any payment dateor distribution or provision therefor is made to the Holders of the Securities or to the Trustee. The For purposes of this Article XII, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company will indemnify and hold the Trustee harmless against any lossas reorganized or readjusted, liability or expense (including attorneys' fees and expenses) resulting from any act or omission to act on the part securities of the Company or any other 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 XII with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new corporation, as the case may be) are not, without the consent of such Holder holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in connection with any Article V shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 if such agreement or which the Paying Agent may incur other corporation shall, as a result part of making such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article V. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any payment Holder of Securities in respect of the principal of, premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with any such agreement. All Article III), except payments and distributions made on a Redemption Date are subject to by the Trustee as permitted by the first or second paragraph of Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior 12.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the Maturity Dateholders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration at the address set forth in the notice from the Agent (or successor agent) to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section 12.2, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expired. 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 or the Holders of the Securities before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, 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 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 Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 12.2 shall apply to claims of, or payments to, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar under or pursuant to Section 2.3 hereof, that 7.7. This Section 12.2 shall be subject to the Company expects that the final installment further provisions of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding12.5.

Payments to Holders. Notwithstanding any provisions of this Indenture and the Senior Notes to the contrary: (a) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereof; or (b) At the request of a Holder of at least $5 million in aggregate principal amount of Senior Notes outstanding, all payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds prior to 10:00 a.m., New York City time, directly to the Holder of such Senior Note (whether by federal funds, wire transfer or otherwise); provided, however, that no such federal funds, wire transfer or other such direct No payment shall be made to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions with respect to the Trustee prior principal of, or premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the relevant record date Securities to be called for such redemption in accordance with Article III as provided in this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, if: (i) a default in the payment requesting that such payment will be so made of principal, premium, interest, rent or other obligations due on any Senior Indebtedness occurs and designating the bank account to which such payments shall be so made andis continuing (or, in the case of Senior 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 Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than a payment default, on Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of the default (a “PAYMENT BLOCKAGE NOTICE”) from a Representative or the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, surrenders premium, if any, and interest on the Senior Note Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee in exchange shall be, or be made, the basis for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment datesubsequent Payment Blockage Notice. The Company will indemnify may and hold shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (ii) above, 179 days pass after notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article XII otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, 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, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, before any payment is made on account of the principal of, premium, if any, or interest on the Securities (except payments made pursuant to Article VI from monies deposited with the Trustee harmless against pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any losssuch dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, liability insolvency, receivership or expense other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article XII, shall (including attorneys' fees and expensesexcept as aforesaid) resulting from be paid by the Company or by any act receiver, trustee in bankruptcy, liquidating trustee, agent or omission other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to act the holders of Senior Indebtedness (pro rata to such holders on the part basis of the respective amounts of Senior Indebtedness 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 Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. For purposes of this Article XII, 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 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 XII with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new corporation, as the case may be) are not, without the consent of such Holder holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in connection with any Article V shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 if such agreement or which the Paying Agent may incur other corporation shall, as a result part of making such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article V. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any payment Holder of Securities in respect of the principal of, premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with any such agreement. All payments made on a Redemption Date are subject to Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the Maturity Dateholders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration at the address set forth in the notice from the Agent (or successor agent) to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section 12.2, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expired. 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 or the Holders of the Securities before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, 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 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 Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 12.2 shall apply to claims of, or payments to, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar under or pursuant to Section 2.3 hereof, that 7.7. This Section 12.2 shall be subject to the Company expects that the final installment further provisions of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding12.5.

Payments to Holders. Notwithstanding any provisions of this Indenture and the Senior Notes to the contrary: (a) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereof; or (b) At the request of a Holder of at least $5 million in aggregate principal amount of Senior Notes outstanding, all payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds prior to 10:00 a.m., New York City time, directly to the Holder of such Senior Note (whether by federal funds, wire transfer or otherwise); provided, however, that no such federal funds, wire transfer or other such direct No payment shall be made to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions to in respect of the principal of or interest on the Securities (including, without limitation, the Redemption Price, Purchase Price and Change of Control Purchase Price), except payments and distributions made by the Trustee prior to as permitted by the relevant record date for such first paragraph of Section 12.05, if: (i) a default in the payment requesting that such of principal, premium, interest or other payment will be so made obligations due in respect of any Designated Senior Indebtedness of the Company occurs and designating the bank account to which such payments shall be so made andis continuing (or, in the case of payments Designated Senior Indebtedness of principalthe Company for which there is a period of grace, surrenders if such default continues beyond the period of grace, if any, specified in the instrument evidencing such Designated Senior Note Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than a payment default, in respect of any Designated Senior Indebtedness of the Company occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of the default (a “Company Payment Blockage Notice”) from a Representative or holder of such Designated Senior Indebtedness. Subject to the provisions of Section 12.05, if the Trustee receives any Company Payment Blockage Notice pursuant to clause (ii) above, no subsequent Company Payment Blockage Notice shall be effective for purposes of this Section 12.02(a) unless and until at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Company Payment Blockage Notice. No nonpayment default that existed or was continuing on the date of delivery of any Company Payment Blockage Notice to the Trustee in exchange (unless such default was waived, cured or otherwise ceased to exist and thereafter subsequently reoccurred) shall be, or be made, the basis for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment datesubsequent Company Payment Blockage Notice. The Company will indemnify may and hold shall resume payments on and distributions in respect of the Securities upon the earlier of: (i) the date upon which the default is cured or waived or ceases to exist; or (ii) in the case of a default referred to in clause (ii) above, 179 days pass after a Company Payment Blockage Notice is received, unless this Article 12 otherwise prohibits the payment or distribution at the time of such payment or distribution. In the event of acceleration pursuant to Section 7.02, no payment or distribution shall be made to the Trustee harmless against or any loss, liability Holder in respect of the principal of or expense (including attorneys' fees and expenses) resulting from any act or omission to act interest on the Securities (including, without limitation, the Redemption Price, Purchase Price or Change of Control Purchase Price), except payments and distributions made by the Trustee as permitted by the first paragraph of Section 12.05, until all Senior Indebtedness of the Company has been paid in full in cash or other payment satisfactory to the holders thereof or such acceleration is rescinded in accordance with the terms of this Indenture. Upon any payment by the Company, 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, receivership or similar proceedings, all amounts due or to become due upon all Senior Indebtedness of the Company shall first be paid in full in cash, or other payments satisfactory to the holders thereof, before any payment is made in respect of the principal of or interest on the Securities (including, without limitation, the Redemption Price, Purchase Price and Change of Control 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 the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee would be entitled, except for the provision of this Article 12, 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 the Trustee if received by them or it, directly to the holders of such Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of such Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their Representative or Representatives, as their respective interests may appear, to the extent necessary to pay all such Senior Indebtedness in full in cash, or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the Holders or the Trustee. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article 6 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02(a) if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 6. (b) For purposes of this Article 12, 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 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 12 with respect to the Securities to the payment of all Senior Indebtedness of such Holder in connection with the Company which may at the time be outstanding; provided that (1) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (2) the rights of the holders of such agreement Senior Indebtedness (other than leases which are not assumed by the Company or which the Paying Agent new corporation, as the case may incur as a result be) are not, without the consent of making such holders, altered by such reorganization or readjustment. (c) 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 Holders or the Trustee before all Senior Indebtedness of the Company is paid in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to such holders, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to such holders or their Representative or Representatives, as their respective interests may appear, as calculated by the Company, for application to the payment of all such Senior Indebtedness remaining unpaid to the extent necessary to pay all such Senior Indebtedness in full, in cash or other payment satisfactory to such holders, after giving effect to any concurrent payment or distribution to or for any such agreement. All holders. (d) Nothing in this Section 12.02 shall apply to claims of, or payments made on a Redemption Date are subject to Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior to the Maturity Dateto, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar under or pursuant to Section 2.3 hereof, that 8.07. This Section 12.02 shall be subject to the Company expects that the final installment further provisions of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding12.05.

Payments to Holders. Notwithstanding any provisions of this Indenture and the Senior Notes to the contrary: (a) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereof; or (b) At the request of a Holder of at least $5 million in aggregate principal amount of Senior Notes outstanding, all payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds prior to 10:00 a.m., New York City time, directly to the Holder of such Senior Note (whether by federal funds, wire transfer or otherwise); provided, however, that no such federal funds, wire transfer or other such direct No payment shall be made to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions with respect to the Trustee prior principal of, or premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the relevant record date Securities to be called for such redemption in accordance with Article III as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, if: (i) a default in the payment requesting that such payment will be so made of principal, premium, interest, rent or other obligations due on any Senior Indebtedness occurs and designating the bank account to which such payments shall be so made andis continuing (or, in the case of Senior 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 Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of the default (a “Payment Blockage Notice”) from a Representative or the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (a) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (b) all scheduled payments of principal, surrenders premium, if any, and interest on the Senior Note Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee in exchange shall be, or be made, the basis for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment datesubsequent Payment Blockage Notice. The Company will indemnify may and hold shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (ii) above, 179 days pass after notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article XII otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, 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, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, before any payment is made on account of the principal of, premium, if any, or interest on the Securities (except payments made pursuant to Article VI from monies deposited with the Trustee harmless against pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any losssuch dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, liability insolvency, receivership or expense other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article XII, shall (including attorneys' fees and expensesexcept as aforesaid) resulting from be paid by the Company or by any act receiver, trustee in bankruptcy, liquidating trustee, agent or omission other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to act the holders of Senior Indebtedness (pro rata to such holders on the part basis of the respective amounts of Senior Indebtedness 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 Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. For purposes of this Article XII, 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 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 XII with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new corporation, as the case may be) are not, without the consent of such Holder holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in connection with any Article V shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 if such agreement or which the Paying Agent may incur other corporation shall, as a result part of making such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article V. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any payment Holder of Securities in respect of the principal of, premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with any such agreement. All payments made on a Redemption Date are subject to Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the Maturity Dateholders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration at the address set forth in the notice from the Agent (or successor agent) to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section 12.2, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expired. 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 or the Holders of the Securities before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, 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 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 Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 12.2 shall apply to claims of, or payments to, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar under or pursuant to Section 2.3 hereof, that 7.7. This Section 12.2 shall be subject to the Company expects that the final installment further provisions of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding12.5.

Payments to Holders. Notwithstanding In the event and during the continuation of any provisions default in the payment of this Indenture and the principal, premium (if any), interest or any other payment due on any Senior Notes to the contrary: (a) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any Debt of the Company continuing beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Notes may Debt of the Company, then, unless and until such default shall have been cured or waived or shall have ceased to exist, no payment shall be made by the Paying Agent upon receipt Company with respect to the principal of or interest on the Securities from monies deposited with the Trustee pursuant thereto prior to the happening of such default. Upon any payment by the Company, or distribution of assets of the Company of immediately available fundsany kind or character, by check mailed 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, receivership or other proceedings, all amounts due or to become due upon all Senior Debt of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made on account of the principal of, premium (if any) or interest on the Securities (except payments made pursuant to Article 4 hereof from monies deposited with the Trustee pursuant thereto prior to the Holderoccurrence of such dissolution, at the address shown in the registrar of the Senior Notes maintained winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization any payment by the Registrar pursuant to Section 2.3 hereof; or (b) At the request Company, or distribution of a Holder assets of at least $5 million in aggregate principal amount of Senior Notes outstanding, all payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds prior any kind or character, whether in cash, property or securities, to 10:00 a.m.which the holders of the Securities or the Trustee would be entitled, New York City timeexcept for the provisions of this Article 15, 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 of the Securities or by the Trustee under this Indenture if received by them or it, directly to the Holder holders of Senior Debt of the Company (pro rata to such holders on the basis of the respective amounts of Senior Debt of the Company held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt of the Company may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Debt of the Company in full, in money or money’s worth, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of the Company, before any payment or distribution is made to the holders of the Securities or to the Trustee. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee or the holders of the Securities before all Senior Debt of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, 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 of the Company or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt of the Company may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt of the Company remaining unpaid to the extent necessary to pay all Senior Debt of the Company in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Note (whether by federal fundsDebt. For purposes of this Article 15, wire transfer the words, “cash, property or otherwise); provided, however, that no such federal funds, wire transfer or other such direct payment securities” shall not be made deemed to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions to the Trustee prior to the relevant record date for such payment requesting that such payment will be so made and designating the bank account to which such payments shall be so made and, in the case include shares of payments of principal, surrenders the Senior Note to the Trustee in exchange for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount stock of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment date. The Company will indemnify and hold the Trustee harmless against any lossas reorganized or readjusted, liability or expense (including attorneys' fees and expenses) resulting from any act or omission to act on the part securities of the Company or any such Holder other Person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in connection this Article 15 with respect to the Securities to the payment of all Senior Debt of the Company which may at the time be outstanding; provided that (i) the Senior Debt of the Company is assumed by the new Person, if any, resulting from any such agreement reorganization or which readjustment, and (ii) the Paying Agent may incur as a result rights of making any payment in accordance with any such agreement. All payments made on a Redemption Date are subject to Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior to the Maturity Date, the Trustee shall notify the Holder, at the address shown in the registrar holders of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereof, that Debt of the Company expects that (other than leases) and of leases which are assumed are not, without the final installment of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender consent of such Senior Note 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 conveyance or transfer of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Article 8 shall specify not be deemed a dissolution, winding-up, liquidation or reorganization for the place where purposes of this Section 15.02 if such Senior Notes may be presented and surrendered for payment other Person shall, as a part of such installment. Additionallyconsolidation, merger, conveyance or transfer, comply with the conditions stated in accordance with Section 2.8, such Senior Notes shall cease to be outstandingArticle 8 hereof.

Payments to Holders. Notwithstanding No payment shall be made with respect to the principal of, or premium, if any, or interest (including Additional Interest, if any) on the Securities (including, but not limited to, the Redemption Price with respect to the Securities to be called for redemption or the Change in Control Purchase Price with respect to the Securities subject to purchase in accordance with Article 3 as provided in this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 5.5, if: (i) a default in the payment of principal, premium, interest, rent or other obligations due on any Designated Senior Indebtedness occurs and is continuing (or, in the case of Designated Senior 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 Designated Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of the default (a "PAYMENT BLOCKAGE NOTICE") from a Representative or holder of Designated Senior Indebtedness. Subject to the provisions of Section 5.5, if the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Indenture Section unless and until at least 365 days shall have elapsed since the Senior Notes initial effectiveness of the immediately prior Payment Blockage Notice. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the contraryTrustee (unless such default was waived, cured or otherwise ceased to exist and thereafter subsequently reoccurred) shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (a) Except for any payments the date upon which the default is cured or waived or ceases to be made on a Redemption Date or the Maturity Dateexist, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereof; or (b) At in the request case of a Holder default referred to in clause (ii) above, 179 days pass after a Payment Blockage Notice is received, unless this Article 5 otherwise prohibits the payment or distribution at the time of at least $5 million in aggregate principal amount of Senior Notes outstanding, all payments with respect to such payment or distribution. Upon any of the Senior Notes may be made payment by the Paying Agent upon receipt from Company, or distribution of assets of the Company of immediately available funds 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, receivership or similar proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash, or other payments satisfactory to the holders of Senior Indebtedness, before any payment is made on account of the principal of, premium, if any, or interest (including Additional Interest, if any) on the Securities (except payments made pursuant to Article 10 from monies deposited with the Trustee pursuant thereto prior to 10:00 a.m.commencement of proceedings for such dissolution, New York City timewinding-up, liquidation or reorganization); 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 the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article 5, 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 of the Securities or by the Trustee under this Indenture if received by them or it, directly to the Holder holders of Senior Indebtedness (PRO RATA to such holders on the basis of the respective amounts of Senior Note (whether Indebtedness held by federal fundssuch holders, wire transfer or otherwise); providedas otherwise required by law or a court order) or their representative or representatives, howeveror to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, that no such federal fundsas their respective interests may appear, wire transfer to the extent necessary to pay all Senior Indebtedness in full in cash, or other such direct payment shall be satisfactory to the holders of Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution is made to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions the Holders of the Securities or to the Trustee prior Trustee. For purposes of this Article 5, the words, "cash, property or securities" shall not be deemed to the relevant record date for such payment requesting that such payment will be so made and designating the bank account to which such payments shall be so made and, in the case include shares of payments of principal, surrenders the Senior Note to the Trustee in exchange for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount stock of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment date. The Company will indemnify and hold the Trustee harmless against any lossas reorganized or readjusted, liability or expense (including attorneys' fees and expenses) resulting from any act or omission to act on the part securities of the Company or any other 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 5 with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; PROVIDED that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new corporation, as the case may be) are not, without the consent of such Holder Holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in connection with any Article 7 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 5.2 if such agreement or which the Paying Agent may incur other corporation shall, as a result part of making such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 7. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any payment Holder of Securities in respect of the principal of, premium, if any, or interest (including Additional Interest, if any) on the Securities (including, but not limited to, the Redemption Price with respect to the Securities called for redemption or the Change in Control Purchase Price with respect to the Securities subject to purchase in accordance with any such agreement. All payments made on a Redemption Date are subject to Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior as provided in this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 5.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the Maturity Dateholders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. 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 or the Holders of the Securities before all Senior Indebtedness is paid in full, in cash or other payment satisfactory to the holders of Senior 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 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 Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 5.2 shall apply to claims of, or payments to, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar under or pursuant to Section 2.3 hereof, that 9.7. This Section 5.2 shall be subject to the Company expects that the final installment further provisions of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding5.5.

Payments to Holders. Notwithstanding No payment shall be made with respect to the principal of, or premium, if any, or interest (including Additional Interest, if any) on the Securities (including, but not limited to, the Repurchase Price and the Fundamental Change Repurchase Price with respect to the Securities subject to purchase in accordance with Article 3 as provided in this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 5.5, if: (i) a default in the payment of principal, premium, interest, rent or other obligations due on any Senior Indebtedness occurs and is continuing (or, in the case of Senior 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 Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of the default (a "Payment Blockage Notice") from a Representative or holder of Designated Senior Indebtedness or the Company. Subject to the provisions of Section 5.5, if the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Indenture Section unless and until at least 365 days shall have elapsed since the Senior Notes initial effectiveness of the immediately prior Payment Blockage Notice. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the contraryTrustee (unless such default was waived, cured or otherwise ceased to exist and thereafter subsequently reoccurred) shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (a) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown in the registrar case of a default referred to in clause (i) above, the Senior Notes maintained by date upon which the Registrar pursuant default is cured or waived or ceases to Section 2.3 hereof; exist, or (b) At in the request case of a Holder of at least $5 million default referred to in aggregate principal amount of Senior Notes outstandingclause (ii) above, all payments with respect to any the earlier of the date on which such default is cured or waived or ceases to exist or 179 days pass after the date on which the applicable Payment Blockage Notice is received, if the maturity of such Designated Senior Notes may be made Indebtedness has not been accelerated, unless this Article 5 otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Paying Agent upon receipt from Company, or distribution of assets of the Company of immediately available funds 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, receivership or similar proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash to the holders of Senior Indebtedness before any payment is made on account of the principal of, premium, if any, or interest (including Additional Interest, if any) on the Securities (except payments made pursuant to Article 10 from monies deposited with the Trustee pursuant thereto prior to 10:00 a.m.commencement of proceedings for such dissolution, New York City timewinding-up, liquidation or reorganization); 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 the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article 5, 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 of the Securities or by the Trustee under this Indenture if received by them or it, directly to the Holder holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Note (whether Indebtedness held by federal fundssuch holders, wire transfer or otherwise); providedas otherwise required by law or a court order) or their representative or representatives, howeveror to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, that no such federal fundsas their respective interests may appear, wire transfer to the extent necessary to pay all Senior Indebtedness in full in cash, after giving effect to any concurrent payment or other such direct distribution to or for the holders of Senior Indebtedness, before any payment shall be or distribution is made to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions the Holders of the Securities or to the Trustee prior Trustee. For purposes of this Article 5, the words, "cash, property or securities" shall not be deemed to the relevant record date for such payment requesting that such payment will be so made and designating the bank account to which such payments shall be so made and, in the case include shares of payments of principal, surrenders the Senior Note to the Trustee in exchange for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount stock of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment date. The Company will indemnify and hold the Trustee harmless against any lossas reorganized or readjusted, liability or expense (including attorneys' fees and expenses) resulting from any act or omission to act on the part securities of the Company or any other 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 5 with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new corporation, 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 corporation or the liquidation or dissolution of the Company following the conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article 7 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 5.2 if such other corporation shall, as a part of such consolidation, merger, conveyance, transfer or lease, comply with the conditions stated in Article 7. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities in connection respect of the principal of, premium, if any, or interest (including Additional Interest, if any) on the Securities by the Company (including, but not limited to, the Repurchase Price and the Fundamental Change Repurchase Price with respect to the Securities subject to purchase in accordance with Article 3 as provided in this Indenture), except payments and distributions made by the Trustee as permitted by Section 5.5, until all Senior Indebtedness has been paid in full in cash or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of such acceleration. In the event that, notwithstanding the foregoing provisions, any such agreement payment or which 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, the Paying Agent may incur as a result or the Holders of making any the Securities before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness, or provision is made for such payment thereof in accordance with any its terms in cash, such agreement. All payments made on a Redemption Date are subject to Section 2.8 payment or distribution shall be held in trust for the benefit of and Article 3 hereof. No later than fifteen (15) days prior shall be paid over or delivered to the Maturity Dateholders of Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 5.2 shall apply to claims of, or payments to, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar under or pursuant to Section 2.3 hereof, that 9.7. This Section 5.2 shall be subject to the Company expects that the final installment further provisions of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding5.5.

Payments to Holders. Notwithstanding any provisions of this Indenture and the Senior Notes to the contrary: (a) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereof; or (b) At the request of a Holder of at least $5 million in aggregate principal amount of Senior Notes outstanding, all payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds prior to 10:00 a.m., New York City time, directly to the Holder of such Senior Note (whether by federal funds, wire transfer or otherwise); provided, however, that no such federal funds, wire transfer or other such direct No payment shall be made to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions with respect to the Trustee prior principal of, or premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the relevant record date Securities to be called for such redemption in accordance with Article 11 as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 1505, if: (i) a default in the payment requesting that such payment will be so made of principal, premium, interest, rent or other obligations due on any Senior Indebtedness occurs and designating the bank account to which such payments shall be so made andis continuing (or, in the case of Senior 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 Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of the default (a "Payment Blockage Notice") from a Representative or the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, surrenders premium, if any, and interest on the Senior Note Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee in exchange shall be, or be made, the basis for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount subsequent Payment Blockage Notice. -63- 70 The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (ii) above, 179 days pass after notice is received if the maturity of such Designated Senior Notes surrenderedIndebtedness has not been accelerated, unless this Article 15 otherwise prohibits the payment or distribution at the time of such payment or distribution. The Trustee Upon any payment by the Company, 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, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be entitled paid in full in cash or other payment satisfactory to rely the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, before any payment is made on account of the principal of, premium, if any, or interest on the last instruction delivered Securities (except payments made pursuant to Article 4 from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); 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 the Holder Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article 15, 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 of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness 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 this Section 2.14(b) unless a new instruction is delivered prior which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the relevant record date extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for a the holders of Senior Indebtedness, before any payment dateor distribution or provision therefor is made to the Holders of the Securities or to the Trustee. The For purposes of this Article 15, the words, "cash, property or securities" shall not be deemed to include shares of stock of the Company will indemnify and hold the Trustee harmless against any lossas reorganized or readjusted, liability or expense (including attorneys' fees and expenses) resulting from any act or omission to act on the part securities of the Company or any other 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 15 with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new corporation, as the case may be) are not, without the consent of such Holder holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in connection with any Article 8 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 1502 if such agreement or which the Paying Agent may incur other corporation shall, as a result part of making such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 8. 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 or the Holders of the Securities before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with any such agreement. All payments made on a Redemption Date are subject to Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior its terms in cash or other payment satisfactory to the Maturity Dateholders of such Senior 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 Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 1502 shall apply to claims of, or payments to, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar under or pursuant to Section 2.3 hereof, that 607. This Section 1502 shall be subject to the Company expects that the final installment further provisions of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding1505.

Payments to Holders. Notwithstanding No payment shall be made with respect to the principal of, or interest on, this Debenture (including, but not limited to, the Redemption Price with respect to any provisions portion of this Indenture and the Senior Notes Debenture subject to the contraryredemption in accordance with Article III), if: (a) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown default in the registrar payment of principal, premium, interest, rent or other obligations due on any Senior Debt occurs and is continuing (or, in the case of Senior Notes maintained by Debt for which there is a period of grace, in the Registrar pursuant to Section 2.3 hereofevent 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 (b) At 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 the request of a Holder of at least $5 million this Debenture receives a written notice of the default (a “Payment Blockage Notice”) from a Representative of Designated Senior Debt. Notwithstanding the foregoing, not more than one Payment Blockage Notice may be given in aggregate principal amount any consecutive 360-day period, irrespective of Senior Notes outstanding, all payments the number of defaults with respect to Designated Senior Debt during such period. No default that existed or was continuing on the date of delivery of any of Payment Blockage Notice with respect to the Designated Senior Notes Debt whose holders delivered the Payment Blockage Notice may be made the basis of a subsequent Payment Blockage Notice by the Paying Agent holders of such Designated Senior Debt, whether or not within a period of 360 consecutive days, unless the default has been cured or waived for a period of not less than 90 consecutive days. The Company may and shall resume payments on and distributions in respect of the Debentures upon receipt from the earlier of: (c) in the case of a Payment Default, the date upon which the default is cured or waived or ceases to exist, or (d) in the case of a Non-Payment Default, the earlier of the date on which such default is cured or waived or ceases to exist, in each case as and to the extent permitted under the documentation for the Designated Senior Debt, or 179 days pass after the date on which the applicable Payment Blockage Notice is received, in each case, unless the maturity of the Designated Senior Debt has been accelerated or this Article VII otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of immediately available funds prior any kind or character, whether in cash, property or securities, to 10:00 a.m.creditors upon any dissolution or winding-up or liquidation or reorganization of the Company (whether voluntary or involuntary) or in bankruptcy, New York City timeinsolvency, receivership or similar proceedings, 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 is made on account of the principal of, or interest on, the Debentures; 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 the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures would be entitled, except for the provision of this Article VII, 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 of the Debentures or if received by them, directly to the Holder holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Note (whether Debt held by federal fundssuch holders, wire transfer or otherwise); providedas otherwise required by law or a court order) or their representative or representatives, howeveror to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt may have been issued, that no such federal fundsas their respective interests may appear, wire transfer to the extent necessary to pay all Senior Debt in full in cash, or other such direct payment shall be 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 any Holder under this Section 2.14(b) unless such Holder has delivered written instructions to the Trustee prior to the relevant record date for such payment requesting that such payment will be so made and designating the bank account to which such payments shall be so made and, in the case of payments of principal, surrenders the Senior Note to the Trustee in exchange for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount holders of the Senior Notes surrenderedDebentures. The Trustee For purposes of this Article VII, the words, “cash, property or securities” shall not be entitled deemed to rely on include shares of Capital Stock of the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment date. The Company will indemnify and hold the Trustee harmless against any lossas reorganized or readjusted, liability or expense (including attorneys' fees and expenses) resulting from any act or omission to act on the part securities of the Company or any other 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 VII with respect to the Debentures 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 corporation, 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 corporation, as the case may be) are not, without the consent of such Holder holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance, transfer or lease of all or substantially all its property to another corporation upon the terms and conditions provided for in connection Section 9.1 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 7.2 if such other corporation shall, as a part of such consolidation, merger, conveyance, transfer or lease, comply with any the conditions stated in Section 9.1. If payment of the Debentures is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Debt or their Representatives of such agreement acceleration. The Company shall not pay the Debentures until five days after the holders or Representatives for the holders of Senior Debt receive notice of the acceleration and after which the Paying Agent may incur as a result of making Company shall pay the Debentures only if this Article VII otherwise permits payment at that time. 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 holders of the Debentures 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 any such agreement. All payments made on a Redemption Date are subject to Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior its terms in cash or other payment satisfactory to the Maturity Dateholders of Senior Debt, such payment or distribution shall be held in trust for the Trustee benefit of and shall notify be paid over or delivered to the Holderholders of Senior Debt or their Representative or Representatives, at the address shown in the registrar of the Senior Notes maintained as their respective interests may appear, as calculated by the Registrar pursuant Company, for application to Section 2.3 hereofthe payment of all Senior Debt remaining unpaid to the extent necessary to pay all Senior Debt in full, that in cash or other payment satisfactory to the Company expects that holders of Senior Debt or their Representative, after giving effect to any concurrent payment or distribution to or for the final installment of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender holders of such Senior Note and Debt. This Section 7.2 shall specify be subject to the place where such Senior Notes may be presented and surrendered for payment further provisions of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding7.4.

Payments to Holders. Notwithstanding any provisions of this Indenture and the Senior Notes to the contrary: (a) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereof; or (b) At the request of a Holder of at least $5 million in aggregate principal amount of Senior Notes outstanding, all payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds prior to 10:00 a.m., New York City time, directly to the Holder of such Senior Note (whether by federal funds, wire transfer or otherwise); provided, however, that no such federal funds, wire transfer or other such direct No payment shall be made to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions with respect to the Trustee prior principal of, or premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the relevant record date Securities to be called for such redemption in accordance with Article 11 as provided in this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 1505, if: (i) a default in the payment requesting that such payment will be so made of principal, premium, interest, rent or other obligations due on any Designated Senior Indebtedness occurs and designating the bank account to which such payments shall be so made andis continuing (or, in the case of payments Designated Senior Indebtedness for which there is a period of principalgrace, surrenders in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Designated Senior Note Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of the default (a "Payment Blockage Notice") from a Representative or holder of Designated Senior Indebtedness or the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee in exchange (unless such default was waived, cured or otherwise ceased to exist and thereafter subsequently reoccurred) shall be, or be made, the basis for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment datesubsequent Payment Blockage Notice. The Company will indemnify may and hold shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (ii) above, 179 days pass after notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, 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, receivership or similar proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash before any payment of cash, property or securities is made on account of the principal of, premium, if any, or interest on the Securities (except payments made pursuant to Article 4 from monies deposited with the Trustee harmless against pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any loss, liability such dissolution or expense (including attorneys' fees and expenses) resulting from any act winding-up or omission to act on the part liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any such Holder payment by the Company, or distribution of assets of the Company of any kind or character, whether in connection with any such agreement cash, property or securities, to which the Paying Agent Holders of the Securities or the Trustee would be entitled, except for the provision of this Article, 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 of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness 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 Indebtedness may incur have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full in cash after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution of cash, property or securities is made to the Holders of the Securities or to the Trustee. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article 8 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section if such other corporation shall, as a result part of making such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 8. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution of cash, property or securities shall be made to the Trustee or any payment Holder of Securities in respect of the principal of, premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with Article 11 as provided in this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 1505, until all Senior Indebtedness has been paid in full in cash or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness 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 foregoing, shall 72 be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full in cash, or provision is made for such agreement. All payments made on a Redemption Date are subject to Section 2.8 payment thereof in accordance with its terms in cash, such payment or distribution shall be held in trust for the benefit of and Article 3 hereof. No later than fifteen (15) days prior shall be paid over or delivered to the Maturity Dateholders of Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 1502 shall apply to claims of, or payments to, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar under or pursuant to Section 2.3 hereof, that 607. This Section 1502 shall be subject to the Company expects that the final installment further provisions of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding1505.

Payments to Holders. Notwithstanding any provisions of this Indenture and No payment shall be made with respect to the Senior principal of, or premium, if any, or interest on the Notes (including, but not limited to, the Redemption Price with respect to the Notes to be called for redemption in accordance with Section 3.2 or submitted for repurchase in accordance with Section 16.2, as the contrarycase, may be, as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 4.5, if: (a) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown default in the registrar payment of principal, premium, interest, rent or other obligations due on any Senior Indebtedness occurs and is continuing (or, in the case of Senior Notes maintained by Indebtedness for which there is a period of grace, in the Registrar pursuant event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to Section 2.3 hereof; exist, or (b) At a default, other than a payment default, on any Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its maturity and the request Trustee receives a written notice of the default (a "Payment Blockage Notice") from a Representative or the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (b) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, premium, if any, and interest on the Notes that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company, after providing written notice to the Trustee, shall resume payments on and distributions in respect of the Notes upon the earlier of: (a) the date upon which the default is cured or waived or ceases to exist, or (b) in the case of a Holder default referred to in clause (b) above, 179 days pass after notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated; unless this Article IV otherwise prohibits the payment or distribution at least $5 million in aggregate principal amount the time of Senior Notes outstanding, all payments with respect to such payment or distribution. Upon any of the Senior Notes may be made payment by the Paying Agent upon receipt from Company, or distribution of assets of the Company of immediately available funds 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, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, before any payment is made on account of the principal of, premium, if any, or interest on the Notes (except payments made pursuant to Article XIII from monies deposited with the Trustee pursuant thereto prior to 10:00 a.m.commencement of proceedings for such dissolution, New York City timewinding up, liquidation or reorganization) 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 the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Notes or the Trustee would be entitled, except for the provision of this Article IV, 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 of the Notes or by the Trustee under this Indenture if received by them or it, directly to the Holder holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness 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 Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Note (whether by federal fundsIndebtedness, wire transfer after giving effect to any concurrent payment or otherwise); provideddistribution to or for the holders of Senior Indebtedness, however, that no such federal funds, wire transfer before any payment or other such direct payment shall be distribution or provision therefor is made to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions the holders of the Notes or to the Trustee prior Trustee. For purposes of this Article IV, the words "cash, property or securities" shall not be deemed to the relevant record date for such payment requesting that such payment will be so made and designating the bank account to which such payments shall be so made and, in the case include shares of payments of principal, surrenders the Senior Note to the Trustee in exchange for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount stock of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment date. The Company will indemnify and hold the Trustee harmless against any lossas reorganized or readjusted, liability or expense (including attorneys' fees and expenses) resulting from any act or omission to act on the part securities of the Company or any other 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 IV with respect to the Notes to the payment of all Senior Indebtedness which may at the time be outstanding provided that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new corporation, as the case may be) are not, without the consent of such Holder holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in connection with any Article XII shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section 4.2 if such agreement or which the Paying Agent may incur other corporation shall, as a result part of making any such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XII. In the event of the acceleration of the Notes because of an Event of Default, no payment in accordance with any such agreement. All payments or distribution shall be made on a Redemption Date are subject to Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior to the Maturity Date, the Trustee shall notify the Holder, at the address shown or any holder of Notes in the registrar respect of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereofprincipal of, that the Company expects that the final installment of principal of and premium, if any, or interest on the Senior Notes will be paid on (including, but not limited to, the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify Redemption Price with respect to the place where such Senior Notes may be presented and surrendered Notes, called for payment of such installment. Additionally, redemption in accordance with Section 2.83.2 or submitted for repurchase in accordance with Section 16.2, as the case may be, as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 4.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness 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 Indebtedness of the 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 foregoing, shall be received by the Trustee or the Holders before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, 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 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 Notes Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 4.2 shall cease apply to claims of, or payments to, the Trustee under or pursuant to Section 8.6. This Section 4.2 shall be outstanding.subject to the further provisions of Section 4.5, and the right to rescind and annul acceleration of the notice pursuant to Section 7.1

Payments to Holders. Notwithstanding No payment (including pursuant to any provisions repurchase of this Indenture and the Senior Notes Security) shall be made with respect to the contraryprincipal of, or premium, if any, or interest on this Security, if: (a1) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown default in the registrar payment of the principal, premium, if any, or interest or other payment due on Senior Notes maintained by the Registrar pursuant to Section 2.3 hereofIndebtedness occurs and is continuing beyond any applicable period of grace (a “Payment Default”); or (b2) At the request of a Holder of at least $5 million in aggregate principal amount of Senior Notes outstandingdefault, all payments other than a Payment Default, occurs and is continuing with respect to any Designated Senior Indebtedness that then permits holders of the Designated Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds prior to 10:00 a.m., New York City time, directly to the Holder of such Senior Note (whether by federal funds, wire transfer or otherwise); provided, however, that no such federal funds, wire transfer or other such direct payment shall be made to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions to the Trustee prior to the relevant record date for such payment requesting that such payment will be so made and designating the bank account Indebtedness as to which such default related to accelerate its maturity and the holder of this Security and the Company receive a written notice of such default (a “Payment Blockage Notice”) from a representative of Designated Senior Indebtedness or a holder of Designated Senior Indebtedness or the Company (a “Non-Payment Default”). The Company may and shall resume payments shall be so made and, on this Security (1) in the case of payments a Payment Default, on the date upon which such default is cured or waived or ceases to exist, and (2) in the case of principala Non-Payment Default with respect to Designated Senior Indebtedness, surrenders on the earlier of the date on which the Non-Payment Default is cured or waived or ceases to exist or 179 days have passed after the date on which the applicable Payment Blockage Notice is received. No new period of payment blockage may be commenced pursuant to a Payment Blockage Notice unless at least 365 days shall have elapsed since the Company’s receipt of the immediately prior Payment Blockage Notice. No default (whether or not such event of default is on the same issue of Designated Senior Note Indebtedness) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee in exchange holder of this Security shall be, or be made, the basis for a subsequent Payment Blockage Notice. If payment of this Security is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount Indebtedness of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment date. The Company will indemnify and hold the Trustee harmless against any loss, liability or expense (including attorneys' fees and expenses) resulting from any act or omission to act on the part of the Company or any such Holder in connection with any such agreement or which the Paying Agent may incur as a result of making any payment in accordance with any such agreement. All payments made on a Redemption Date are subject to Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior to the Maturity Date, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereof, that the Company expects that the final installment of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstandingacceleration.

Payments to Holders. Notwithstanding No payment shall be made with respect to the principal of, or premium, if any, or interest (including Additional Interest, if any) on the Securities (including, but not limited to, the Redemption Price with respect to the Securities to be called for redemption or the Change in Control Purchase Price with respect to the Securities subject to purchase in accordance with Article 3 as provided in this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 5.5, if: (i) a default in the payment of principal, premium, interest, rent or other obligations due on any Designated Senior Indebtedness occurs and is continuing (or, in the case of Designated Senior 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 Designated Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of the default (a "Payment Blockage Notice") from a Representative or holder of Designated Senior Indebtedness or the Company. Subject to the provisions of Section 5.5, if the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Indenture Section unless and until at least 365 days shall have elapsed since the Senior Notes initial effectiveness of the immediately prior Payment Blockage Notice. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the contraryTrustee (unless such default was waived, cured or otherwise ceased to exist and thereafter subsequently reoccurred) shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (a) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown in the registrar case of a default referred to in clause (i) above, the Senior Notes maintained by date upon which the Registrar pursuant default is cured or waived or ceases to Section 2.3 hereof; exist, or (b) At in the request case of a Holder of at least $5 million default referred to in aggregate principal amount of Senior Notes outstandingclause (ii) above, all payments with respect to any the earlier of the date on which such default is cured or waived or ceases to exist or 179 days pass after the date on which the applicable Payment Blockage Notice is received, if the maturity of such Designated Senior Notes may be made Indebtedness has not been accelerated, unless this Article 5 otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Paying Agent upon receipt from Company, or distribution of assets of the Company of immediately available funds 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, receivership or similar proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash, or other payments satisfactory to the holders of Senior Indebtedness before any payment is made on account of the principal of, premium, if any, or interest (including Additional Interest, if any) on the Securities (except payments made pursuant to Article 10 from monies deposited with the Trustee pursuant thereto prior to 10:00 a.m.commencement of proceedings for such dissolution, New York City timewinding-up, liquidation or reorganization); 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 the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article 5, 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 of the Securities or by the Trustee under this Indenture if received by them or it, directly to the Holder holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Note (whether Indebtedness held by federal fundssuch holders, wire transfer or otherwise); providedas otherwise required by law or a court order) or their representative or representatives, howeveror to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, that no such federal fundsas their respective interests may appear, wire transfer to the extent necessary to pay all Senior Indebtedness in full in cash, or other such direct payment shall be satisfactory to the holders of Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution is made to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions the Holders of the Securities or to the Trustee prior Trustee. For purposes of this Article 5, the words, "cash, property or securities" shall not be deemed to the relevant record date for such payment requesting that such payment will be so made and designating the bank account to which such payments shall be so made and, in the case include shares of payments of principal, surrenders the Senior Note to the Trustee in exchange for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount stock of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment date. The Company will indemnify and hold the Trustee harmless against any lossas reorganized or readjusted, liability or expense (including attorneys' fees and expenses) resulting from any act or omission to act on the part securities of the Company or any other 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 5 with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new corporation, as the case may be) are not, without the consent of such Holder holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in connection with any Article 7 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 5.2 if such agreement or which the Paying Agent may incur other corporation shall, as a result part of making such consolidation, merger, conveyance, transfer or lease, comply with the conditions stated in Article 7. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any payment Holder of Securities in respect of the principal of, premium, if any, or interest (including Additional Interest, if any) on the Securities by the Company (including, but not limited to, the Redemption Price with respect to the Securities called for redemption or the Change in Control Purchase Price with respect to the Securities subject to purchase in accordance with any such agreement. All payments made on a Redemption Date are subject to Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior as provided in this Indenture), except payments and distributions made by the Trustee as permitted by Section 5.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the Maturity Dateholders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness 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 foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full, in cash or other payment satisfactory to the holders of Senior 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 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 Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 5.2 shall apply to claims of, or payments to, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar under or pursuant to Section 2.3 hereof, that 9.7. This Section 5.2 shall be subject to the Company expects that the final installment further provisions of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding5.5.

Payments to Holders. Notwithstanding No payment shall be made with respect to the Obligations on the Securities (including, but not limited to, the Change in Control Purchase Price with respect to the Securities subject to purchase in accordance with Article 3 as provided in this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 11.05, if: (i) a default in the Obligations due on any Designated Senior Indebtedness occurs and is continuing (or, in the case of Designated Senior 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 Designated Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than a payment default, on any Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of the default (a "Payment Blockage Notice") from a Representative or holder of Designated Senior Indebtedness or the Company. Subject to the provisions of Section 11.05, if the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Indenture Section unless and until at least 365 consecutive days shall have elapsed since the Senior Notes effectiveness of the immediately prior Payment Blockage Notice and all scheduled payments on the Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the contraryTrustee (unless such default was waived, cured or otherwise ceased to exist and thereafter subsequently reoccurred) shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities: (a) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown in the registrar case of a default referred to in clause (i) above, upon the Senior Notes maintained by date upon which the Registrar pursuant default is cured or waived or ceases to Section 2.3 hereof; exist, or (b) At in the request case of a Holder default referred to in clause (ii) above, upon the earlier of (1) the date on which such default is cured or waived or ceases to exist or (2) 179 days after the date on which the applicable Payment Blockage Notice is received, if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article 11 otherwise prohibits the payment or distribution at least $5 million in aggregate principal amount the time of Senior Notes outstanding, all payments with respect to such payment or distribution. Upon any of the Senior Notes may be made payment by the Paying Agent upon receipt from Company, or distribution of assets of the Company of immediately available funds 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, receivership or similar proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash, or other payments satisfactory to the holders of Senior Indebtedness before any payment is made on account of the principal of, premium, if any, or interest (including Contingent Interest and Liquidated Damages, if any) on the Securities (except payments made pursuant to Article 8 from monies deposited with the Trustee pursuant thereto prior to 10:00 a.m.commencement of proceedings for such dissolution, New York City timewinding-up, liquidation or reorganization); 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 the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article 11, 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 of the Securities or by the Trustee under this Indenture if received by them or it, directly to the Holder holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Note (whether Indebtedness held by federal fundssuch holders, wire transfer or otherwise); providedas otherwise required by law or a court order) or their representative or representatives, howeveror to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, that no such federal fundsas their respective interests may appear, wire transfer to the extent necessary to pay all Senior Indebtedness in full in cash, or other such direct payment shall be satisfactory to the holders of Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution is made to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions the Holders of the Securities or to the Trustee prior Trustee. For purposes of this Article 11, the words "cash, property or securities" shall not be deemed to the relevant record date for such payment requesting that such payment will be so made and designating the bank account to which such payments shall be so made and, in the case include shares of payments of principal, surrenders the Senior Note to the Trustee in exchange for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount stock of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment date. The Company will indemnify and hold the Trustee harmless against any lossas reorganized or readjusted, liability or expense (including attorneys' fees and expenses) resulting from any act or omission to act on the part securities of the Company or any other 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 11 with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new corporation, as the case may be) are not, without the consent of such Holder holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in connection with any Article 5 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 11.02 if such agreement or which the Paying Agent may incur other corporation shall, as a result part of making such consolidation, merger, conveyance, transfer or lease, comply with the conditions stated in Article 5. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any payment Holder of Securities in respect of the principal of, premium, if any, or interest (including Contingent Interest and Liquidated Damages, if any) on the Securities by the Company (including, but not limited to, the Change in Control Purchase Price with respect to the Securities subject to purchase in accordance with any such agreement. All payments made on a Redemption Date are subject to Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior as provided in this Indenture), except payments and distributions made by the Trustee as permitted by Section 11.05, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the Maturity Dateholders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness 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 foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full, in cash or other payment satisfactory to the holders of Senior 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 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 Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 11.02 shall apply to claims of, or payments to, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar under or pursuant to Section 2.3 hereof, that 7.07. This Section 11.02 shall be subject to the Company expects that the final installment further provisions of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding11.05.

Payments to Holders. Notwithstanding any provisions of this Indenture and the Senior Notes to the contrary: (a) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereof; or (b) At the request of a Holder of at least $5 million in aggregate principal amount of Senior Notes outstanding, all payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds prior to 10:00 a.m., New York City time, directly to the Holder of such Senior Note (whether by federal funds, wire transfer or otherwise); provided, however, that no such federal funds, wire transfer or other such direct No payment shall be made to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions with respect to the Trustee prior principal of, or premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the relevant record date Securities to be called for such redemption in accordance with Article Eleven as provided in this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 1505, if: (i) a default in the payment requesting that such payment will be so made of principal, premium, interest, rent or other obligations due on any Senior Indebtedness occurs and designating the bank account to which such payments shall be so made andis continuing (or, in the case of Senior 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 Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of the default (a "Payment Blockage Notice") from a Representative or holder of Designated Senior Indebtedness or the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, surrenders premium, if any, and interest on the Senior Note Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee in exchange shall be, or be made, the basis for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment datesubsequent Payment Blockage Notice. The Company will indemnify may and hold shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (ii) above, 179 days pass after notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article Fifteen otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, 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, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the Senior Indebtednesss of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the Senior Indebtednesss of such Senior Indebtedness before any payment is made on account of the principal of, premium, if any, or interest on the Securities (except payments made pursuant to Article Four from monies deposited with the Trustee harmless against pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any losssuch dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, liability insolvency, receivership or expense other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article Fifteen, shall (including attorneys' fees and expensesexcept as aforesaid) resulting from be paid by the Company or by any act receiver, trustee in bankruptcy, liquidating trustee, agent or omission other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to act the holders of Senior Indebtedness (pro rata to such holders on the part basis of the respective amounts of Senior Indebtedness 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 Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution is made to the Holders of the Securities or to the Trustee. For purposes of this Article Fifteen, 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 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 Fifteen with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any reorganization or readjust ment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new corporation, as the case may be) are not, without the consent of such Holder Holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in connection with any Article Eight shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 1502 if such agreement or which the Paying Agent may incur other corporation shall, as a result part of making such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Eight. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any payment Holder of Securities in respect of the principal of, premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with any such agreement. All Article Eleven as provided in this Indenture), except payments and distributions made on a Redemption Date are subject to by the Trustee as permitted by the first or second paragraph of Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior 1505, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the Maturity Dateholders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness 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 foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, 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 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 Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 1502 shall apply to claims of, or payments to, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar under or pursuant to Section 2.3 hereof, that 607. This Section 1502 shall be subject to the Company expects that the final installment further provisions of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding1505.

Payments to Holders. Notwithstanding any provisions of this Indenture and the Senior Notes to the contrary: (a) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company Issuers of immediately available funds, by check mailed to the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereof2.3; or (b) At the request of a Holder of at least $5 million in aggregate principal amount of Senior Notes outstanding, all payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company Issuers of immediately available funds prior to 10:00 a.m., New York City time, directly to the Holder of such Senior Note (whether by federal funds, wire transfer or otherwise); provided, however, that no such federal funds, wire transfer or other such direct payment shall be made to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions to the Trustee prior to the relevant record date for such payment requesting that such payment will be so made and designating the bank account to which such payments shall be so made and, in the case of payments of principal, surrenders the Senior Note to the Trustee in exchange for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment date. The Company Issuers will indemnify and hold the Trustee harmless against any loss, liability or expense (including reasonable attorneys' fees and expenses) resulting from any act or omission to act on the part of the Company Issuers or any such Holder in connection with any such agreement or which the Paying Agent may incur as a result of making any payment in accordance with any such agreement, except for any such loss, liability or expense arising as a result of the gross negligence or willful misconduct of the Trustee or the Paying Agent, as the case may be. All payments made on a Redemption Date are subject to Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior to the Maturity Date, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereof, that the Company expects Issuers expect that the final installment of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding.

Payments to Holders. Notwithstanding No payment shall be made with respect to the principal of, or premium, if any, or interest (including Additional Interest) if any, on the Securities (including, but not limited to, the Change in Control Purchase Price with respect to the Securities subject to purchase in accordance with Article III as provided in this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 5.05, if: (i) a default in the payment of principal, premium, interest, rent or other obligations due on any Designated Senior Indebtedness occurs and is continuing (or, in the case of Designated Senior 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 Designated Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of the default (a "Payment Blockage Notice") from a Representative or holder of Designated Senior Indebtedness or the Company. Subject to the provisions of Section 5.05, if the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Indenture Section unless and until at least 365 days shall have elapsed since the Senior Notes initial effectiveness of the immediately prior Payment Blockage Notice and all scheduled payments on the Securities that have become due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the contraryTrustee (unless such default was waived, cured or otherwise ceased to exist and thereafter subsequently reoccurred) shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company shall resume payments on and distributions in respect of the Securities upon the earlier of: (a) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown in the registrar case of a default referred to in clause (i) above, the Senior Notes maintained by date upon which the Registrar pursuant default is cured or waived or ceases to Section 2.3 hereof; exist, or (b) At in the request case of a Holder of at least $5 million default referred to in aggregate principal amount of Senior Notes outstandingclause (ii) above, all payments with respect to any the earlier of the date on which such default is cured or waived or ceases to exist or 179 days pass after the date on which the applicable Payment Blockage Notice is received, if the maturity of such Designated Senior Notes may be made Indebtedness has not been accelerated, unless this Article V otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Paying Agent upon receipt from Company, or distribution of assets of the Company of immediately available funds prior any kind or character, whether in cash, property or securities, to 10:00 a.m.creditors upon any dissolution or winding-up or liquidation or reorganization of the Company (whether voluntary or involuntary) 37 or in bankruptcy, New York City timeinsolvency, receivership or similar proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash, or other payments satisfactory to the holders of Senior Indebtedness before any payment is made on account of the principal of, premium, if any, or interest (including Additional Interest, if any) on the Securities; 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 the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article V, shall 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 of the Securities or by the Trustee under this Indenture if received by them or it, directly to the Holder holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Note (whether Indebtedness held by federal fundssuch holders, wire transfer or otherwise); providedas otherwise required by law or a court order) or their representative or representatives, howeveror to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, that no such federal fundsas their respective interests may appear, wire transfer to the extent necessary to pay all Senior Indebtedness in full in cash, or other such direct payment shall be satisfactory to the holders of Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution is made to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions the Holders of the Securities or to the Trustee prior Trustee. For purposes of this Article V, the words, "cash, property or securities" shall not be deemed to the relevant record date for such payment requesting that such payment will be so made and designating the bank account to which such payments shall be so made and, in the case include shares of payments of principal, surrenders the Senior Note to the Trustee in exchange for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount stock of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment date. The Company will indemnify and hold the Trustee harmless against any lossas reorganized or readjusted, liability or expense (including attorneys' fees and expenses) resulting from any act or omission to act on the part securities of the Company or any other 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 V with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new corporation, as the case may be) are not, without the consent of such Holder holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in connection with any Article VII shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 5.02 if such agreement or which the Paying Agent may incur other corporation shall, as a result part of making such consolidation, merger, conveyance, transfer or lease, comply with the conditions stated in Article VII. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any payment Holder of Securities in respect of the principal of, premium, if any, or interest (including Additional Interest), if any, on the Securities by the Company (including, but not limited to, the Change in Control Purchase Price with respect to the Securities subject to purchase in accordance with any such agreement. All payments made on a Redemption Date are subject to Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior III as provided in this Indenture), until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the Maturity Dateholders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness 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 foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full, in cash or other payment satisfactory to the holders of Senior 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 Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 5.02 shall apply to claims of, or payments to, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar under or pursuant to Section 2.3 hereof, that 9.07. This Section 5.02 shall be subject to the Company expects that the final installment further provisions of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding5.05.

Payments to Holders. Notwithstanding No payment shall be made with respect to the principal of, or premium, if any, or interest or Additional Interest, if any, on the Securities (including, but not limited to, the Redemption Price and the Change in Control Purchase Price with respect to the Securities subject to redemption or purchase in accordance with Article 3 as provided in this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 5.5, if: (i) a default in the payment of principal, premium, interest, rent or other obligations due on any Senior Indebtedness occurs and is continuing (or, in the case of Senior 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 Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing that permits holders of such Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of the default (a "PAYMENT BLOCKAGE NOTICE") from a Representative or holder of Designated Senior Indebtedness or the Obligors. Subject to the provisions of Section 5.5, if the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Indenture Section unless and until at least 365 days shall have elapsed since the Senior Notes initial effectiveness of the immediately prior Payment Blockage Notice. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the contraryTrustee (unless such default was waived, cured or otherwise ceased to exist and thereafter subsequently reoccurred) shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Obligors may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (a) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown in the registrar case of a default referred to in clause (i) above, the Senior Notes maintained by date upon which the Registrar pursuant default is cured or waived or ceases to Section 2.3 hereof; exist, or (b) At in the request case of a Holder default referred to in clause (ii) above, the earlier of the date on which such default is cured or waived or ceases to exist or 179 days pass after the date on which the applicable Payment Blockage Notice is received, unless this Article V otherwise prohibits the payment or distribution at least $5 million the time of such payment or distribution. Upon any payment by the Obligors, or distribution of assets of the Obligors of any kind or character, whether in aggregate principal amount cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Obligors (whether voluntary or involuntary) or in bankruptcy, insolvency, receivership or similar proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash, or other payments satisfactory to the holders of Senior Notes outstanding, all payments with respect to Indebtedness before any payment is made on account of the Senior Notes may be principal of, premium, if any, interest or Additional Interest, if any, on the Securities (except payments made pursuant to Article 10 from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization of the Obligors or bankruptcy, insolvency, receivership or other proceeding, any payment by the Paying Agent upon receipt from Obligors, or distribution of assets of the Company Obligors of immediately available funds prior any kind or character, whether in cash, property or securities, to 10:00 a.m.which the Holders of the Securities or the Trustee would be entitled, New York City timeexcept for the provision of this Article V, shall (except as aforesaid) be paid by the Obligors or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the Holder holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness 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 Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full in cash, or other payment satisfactory to the holders of Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution is made to the Holders of the Securities or to the Trustee. For purposes of this Article V, the words, "cash, property or securities" shall not be deemed to include shares of stock of the Obligors as reorganized or readjusted, or securities of the Obligors or any other 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 V with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Obligors or the new corporation, as the case may be) are not, without the consent of such Senior Note (whether holders, altered by federal fundssuch reorganization or readjustment. The consolidation of the Obligors with, wire or the merger of the Obligors into, another corporation or the liquidation or dissolution of the Obligors following the conveyance, transfer or otherwise); providedlease of all or substantially all their property to another corporation upon the terms and conditions provided for in Article 7 shall not be deemed a dissolution, howeverwinding-up, that no liquidation or reorganization for the purposes of this Section 5.2 if such federal fundsother corporation shall, wire as a part of such consolidation, merger, conveyance, transfer or other such direct lease, comply with the conditions stated in Article 7. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder under this Section 2.14(b) unless such Holder has delivered written instructions of Securities in respect of the principal of, premium, if any, interest or Additional Interest, if any, on the Securities by the Obligors (including, but not limited to, the Redemption Price or Change in Control Purchase Price with respect to the Securities subject to redemption or purchase in accordance with Article 3 as provided in this Indenture), except payments and distributions made by the Trustee prior as permitted by Section 5.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the relevant record date holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Obligors shall promptly notify holders of Senior Indebtedness of such acceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Obligors 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 or the Holders of the Securities before all Senior Indebtedness is paid in full, in cash or other payment satisfactory to the holders of Senior Indebtedness, or provision is made for such payment requesting that such payment will be so made and designating the bank account to which such payments shall be so made and, in the case of payments of principal, surrenders the Senior Note to the Trustee in exchange for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment date. The Company will indemnify and hold the Trustee harmless against any loss, liability or expense (including attorneys' fees and expenses) resulting from any act or omission to act on the part of the Company or any such Holder in connection with any such agreement or which the Paying Agent may incur as a result of making any payment thereof in accordance with any such agreement. All payments made on a Redemption Date are subject to Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior its terms in cash or other payment satisfactory to the Maturity Dateholders of Senior 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 Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Obligors, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 5.2 shall apply to claims of, or payments to, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar under or pursuant to Section 2.3 hereof, that 9.7. This Section 5.2 shall be subject to the Company expects that the final installment further provisions of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding5.5.

Payments to Holders. Notwithstanding any provisions of this Indenture and the Senior Notes to the contrary: (a) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereof; or (b) At the request of a Holder of at least $5 million in aggregate principal amount of Senior Notes outstanding, all payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds prior to 10:00 a.m., New York City time, directly to the Holder of such Senior Note (whether by federal funds, wire transfer or otherwise); provided, however, that no such federal funds, wire transfer or other such direct No payment shall be made to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions with respect to the Trustee prior principal of, or premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the relevant record date Securities to be called for such redemption in accordance with Article 11 as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 15.5, if: (i) a default in the payment requesting that such payment will be so made of principal, premium, if any, interest, rent or other obligations due on any Senior Debt occurs and designating the bank account to which such payments shall be so made andis continuing (or, in the case of payments Senior Debt for which there is a period of principalgrace, surrenders 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 Note 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, other than a Payment Default, on any Designated Senior Debt occurs and is continuing that then permits holders of such Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of the default (a "Payment Blockage Notice") from a holder of Designated Senior Debt, a Representative of Designated Senior Debt or the Company (a "Non-Payment Default"). If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice. No Non-Payment Default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee in exchange shall be, or be made, the basis for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment datesubsequent Payment Blockage Notice. The Company will indemnify may and hold shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) in the case of any Payment Default, the date upon which the Payment Default is cured or waived or ceases to exist, or (2) in the case of a Non-Payment Default, the earlier of (a) the date upon which such Non-Payment Default is cured, waived or ceases to exist or (b) 179 days after the date on which the applicable Payment Blockage Notice is received by the Trustee, unless this Article 15 otherwise prohibits the payment or distribution at such time. 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 any marshalling of the assets and liabilities of the Company, or otherwise, all amounts due or to become due upon all Senior Debt shall first be paid in full in cash or other payment satisfactory to the holders of such Senior 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 is made on account of the principal of, premium, if any, or interest on the Securities (except payments made pursuant to Article 4 from monies deposited with the Trustee harmless against pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or the marshalling of assets and liabilities of the Company); and upon any losssuch dissolution, liability winding-up, liquidation, reorganization, assignment for the benefit of creditors or expense marshalling of assets and liabilities of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article 15, shall (including attorneys' fees and expensesexcept as aforesaid) resulting from be paid by the Company or by any act receiver, trustee in bankruptcy, liquidating trustee, agent or omission other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to act the holders of Senior Debt (pro rata to such holders on the part 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 -76- 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 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 Securities or to the Trustee. For purposes of this Article 15, 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 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 15 with respect to the 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 corporation, 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 corporation, as the case may be) are not, without the consent of such Holder holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in connection with any Article 8 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 15.2 if such agreement or which the Paying Agent may incur other corporation shall, as a result part of making such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 8. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any payment Holder of Securities in respect of the principal of, premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with any such agreement. All Article 11 as provided in the Indenture), except payments and distributions made on a Redemption Date are subject to by the Trustee as permitted by the first or second paragraph of Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior 15.5, until all Senior Debt has been paid in full in cash or other payment satisfactory to the Maturity Dateholders of Senior Debt or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Debt of the 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 foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Debt is paid in 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 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, 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 such Senior Debt, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt. Nothing in this Section 15.2 shall apply to claims of, or payments to, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar under or pursuant to Section 2.3 hereof, that 6.7. This Section 15.2 shall be subject to the Company expects that the final installment further provisions of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding15.5.

Payments to Holders. Notwithstanding any provisions No payment shall be made with respect to the principal of this Indenture or interest (including Contingent Interest, if any) on the Securities (including, but not limited to, the Redemption Price and the Senior Notes Fundamental Change Purchase Date with respect to the contrarySecurities subject to redemption or purchase in accordance with Articles V and XI, respectively, and any payment of cash upon conversion in accordance with Article XII), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 10.5, if: (a) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown default in the registrar 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 Notes maintained by Debt for which there is a period of grace, in the Registrar pursuant to Section 2.3 hereofevent of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Debt); or (b) At 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 Trust Officer of the request Trustee receives at the corporate trust office a written notice of the default (a “Payment Blockage Notice”) from the Company or a Representative of Designated Senior Debt. Notwithstanding the foregoing, following the delivery of a Holder Payment Blockage Notice, no new Payment Blockage Notice may be delivered and no new period of at least $5 million in aggregate principal amount of Senior Notes outstanding, all payments payment blockage with respect to any the Securities may begin until both (i) 365 consecutive days have elapsed since the effectiveness of the first Payment Blockage Notice and (ii) all scheduled payments of principal and interest with respect to the Securities that are due have been paid in full in cash. No default that existed or was continuing on the date of delivery of any Payment Blockage Notice with respect to the Designated Senior Notes Debt whose holders delivered the Payment Blockage Notice may be made the basis of a subsequent Payment Blockage Notice by the Paying Agent holders of such Designated Senior Debt, unless the Non-Payment Default shall have been cured or waived for a period of not less than 90 consecutive days. The Company may and shall resume payments on and distributions in respect of the Securities upon: (1) in the case of a Payment Default, the date upon receipt from which the default is cured or waived or ceases to exist or the Senior Debt shall have been discharged or paid in full, or (2) in the case of a Non-Payment Default, the earlier of the date on which such default is cured or waived or ceases to exist, in each case as and to the extent permitted under the documentation for the Designated Senior Debt or the Designated Senior Debt shall have been discharged or paid in full, or the 179th day after the date on which the applicable Payment Blockage Notice is received, in each case, unless the maturity of the Designated Senior Debt has been accelerated or this Article X otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of immediately available funds 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, receivership or similar proceedings, 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 is made on account of the principal of or Interest (including Contingent Interest, if any) on, or with respect to the conversion of, the Securities (except, to the extent required by applicable law, payments made pursuant to Article VIII from monies deposited with the Trustee pursuant thereto prior to 10:00 a.m.commencement of proceedings for such dissolution, New York City timewinding-up, liquidation or reorganization); 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 the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article X, 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 of the Securities or by the Trustee under this Indenture if received by them or it, directly to the Holder holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Note (whether Debt held by federal fundssuch holders, wire transfer or otherwise); providedas otherwise required by law or a court order) or their representative or representatives, howeveror to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt may have been issued, that no such federal fundsas their respective interests may appear, wire transfer to the extent necessary to pay all Senior Debt in full in cash, or other such direct payment shall be 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 any Holder under this Section 2.14(b) unless such Holder has delivered written instructions the Holders of the Securities or to the Trustee prior Trustee. For purposes of this Article X, the words, “cash, property or securities” shall not be deemed to the relevant record date for such payment requesting that such payment will be so made and designating the bank account to which such payments shall be so made and, in the case include shares of payments of principal, surrenders the Senior Note to the Trustee in exchange for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount Capital Stock of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment date. The Company will indemnify and hold the Trustee harmless against any lossas reorganized or readjusted, liability or expense (including attorneys' fees and expenses) resulting from any act or omission to act on the part securities of the Company or any other 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 X with respect to the 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 corporation, 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 corporation, as the case may be) are not, without the consent of such Holder holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance, transfer or lease of all or substantially all its property to another corporation upon the terms and conditions provided for in connection Article IV shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 10.2 if such other corporation shall, as a part of such consolidation, merger, conveyance, transfer or lease, comply with any the conditions stated in Article IV. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Debt or their Representatives of such agreement acceleration. The Company shall not pay the Securities until five days after the holders or Representatives for the holders of Senior Debt receive notice of the acceleration and after which the Paying Agent may incur as a result of making Company shall pay the Securities only if this Article X otherwise permits payment at that time. 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 or the Holders of the Securities 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 any such agreement. All payments made on a Redemption Date are subject to Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior its terms in cash or other payment satisfactory to the Maturity Dateholders 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 10.2 shall apply to claims of, or payments to, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar under or pursuant to Section 2.3 hereof, that 6.10 and Section 7.7. This Section 10.2 shall be subject to the Company expects that the final installment further provisions of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding10.5.

Payments to Holders. Notwithstanding any provisions No payment shall be made with respect to the principal of this Indenture or interest on the Securities (including, but not limited to, the Redemption Price and the Senior Notes Fundamental Change Repurchase Price with respect to the contrarySecurities subject to redemption or purchase in accordance with Articles 6 and 7, respectively, and any payment of cash upon conversion in accordance with Article 8), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 4.05, if: (a) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available fundsdefaults in its obligation to pay principal, by check mailed premium, interest or other amounts on any Senior Debt, including a default under any redemption or repurchase obligation, and the default continues beyond any grace period that the Company has to the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereofmake these payments (a “Payment Default”); or (b) At any other default (a “Non-Payment Default”) occurs and is continuing on any Designated Senior Debt and (i) the request default permits holders of the Designated Senior Debt (or any Representative) to accelerate its maturity and (ii) a Responsible Officer of the Trustee receives a notice (a “Payment Blockage Notice”) of the default from the Company, the holder of such Designated Senior Debt or a Representative of such Designated Senior Debt. Notwithstanding the foregoing, following the delivery of a Holder Payment Blockage Notice, no new Payment Blockage Notice may be delivered and no new period of at least $5 million in aggregate principal amount of Senior Notes outstanding, all payments payment blockage with respect to any the Securities may begin until both (i) 365 consecutive days have elapsed since the effectiveness of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds prior to 10:00 a.m., New York City time, directly to the Holder of such Senior Note Payment Blockage Notice and (whether by federal funds, wire transfer or otherwise); provided, however, that no such federal funds, wire transfer or other such direct payment shall be made to any Holder under this Section 2.14(bii) unless such Holder has delivered written instructions to the Trustee prior to the relevant record date for such payment requesting that such payment will be so made and designating the bank account to which such all scheduled payments shall be so made and, in the case of payments of principal, surrenders the Senior Note to the Trustee in exchange for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment date. The Company will indemnify and hold the Trustee harmless against any loss, liability or expense (including attorneys' fees and expenses) resulting from any act or omission to act on the part of the Company or any such Holder in connection with any such agreement or which the Paying Agent may incur as a result of making any payment in accordance with any such agreement. All payments made on a Redemption Date are subject to Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior to the Maturity Date, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereof, that the Company expects that the final installment of principal of and interest on the Securities that have come due have been paid in full in cash. No Non-Payment Default that existed on the date of delivery of any Payment Blockage Notice with respect to the Designated Senior Notes will Debt whose holders delivered the Payment Blockage Notice may be made the basis of a subsequent Payment Blockage Notice by the holders of such Designated Senior Debt, whether or not within a period of 365 consecutive days. The Company may and shall resume payments on and distributions in respect of the Securities upon: (1) in the case of a Payment Default, the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a Non-Payment Default with respect to Designated Senior Debt, the earlier of (x) the date on which such Non-Payment Default is cured or waived or ceases to exist, in each case, as and to the extent permitted under the documentation for the Designated Senior Debt, and (y) 179 days after the date on which the applicable Payment Blockage Notice is received, in each case, unless the maturity of the Designated Senior Debt has been accelerated or this Article 4 otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any acceleration of the Principal due on the Securities as a result of an Event of Default or payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or reorganization of the Company, whether voluntary or involuntary, marshaling of assets, assignment for the benefit of creditors, or in bankruptcy, insolvency, receivership or other similar proceedings, all principal, premium, if any, interest and other amounts due on all Senior Debt shall be paid in full in cash, or other payments satisfactory to the holders of Senior Debt before any payment of cash, property or securities is made on account of the principal of or interest on, or with respect to the conversion of, the Securities (except, to the extent required by applicable law, payments made pursuant to Article 13 from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization of the Company, marshaling of assets, assignment for the benefit of creditors, or in bankruptcy, insolvency, receivership or other similar proceedings); and upon any such dissolution, winding-up, liquidation or reorganization of the Company, marshaling of assets, assignment for the benefit of creditors or bankruptcy, insolvency, receivership or other similar proceedings, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article 4, 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 of the Securities 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 Maturity Datebasis 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 Securities or to the Trustee. Such notice For purposes of this Article 4, the words, “cash, property or securities” shall specify not be deemed to include shares of Capital Stock of the Company as reorganized or readjusted, or securities of the Company or any other 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 4 with respect to the 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 corporation, 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 corporation, as the case may be) are not, without the consent of such final installment will holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the sale, conveyance, transfer or lease of all or substantially all its property to another corporation upon the terms and conditions provided for in Article 10 shall not be payable only upon presentation deemed to be a dissolution, winding-up, liquidation, reorganization, marshaling of assets, assignment for the benefit of creditors or bankruptcy, insolvency, receivership or other similar proceeding for the purposes of this Section 4.02 if such other corporation shall, as a part of such consolidation, merger, sale, conveyance, transfer or lease, comply with the conditions stated in Article 10. 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 or the Holders of the Securities 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 surrender 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 Note Debt. Nothing in this Section 4.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Sections 9.06 and 11.07. This Section 4.02 shall specify be subject to the place where such Senior Notes may be presented and surrendered for payment further provisions of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding4.05.

Payments to Holders. Notwithstanding any provisions of this Indenture and the Senior Notes to the contrary: (a) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereof; or (b) At the request of a Holder of at least $5 million in aggregate principal amount of Senior Notes outstanding, all payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds prior to 10:00 a.m., New York City time, directly to the Holder of such Senior Note (whether by federal funds, wire transfer or otherwise); provided, however, that no such federal funds, wire transfer or other such direct No payment shall be made to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions with respect to the Principal Amount, Issue Price, accrued Additional Interest, if any, Original Issue Discount, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, on the Securities, except payments and distributions made by the Trustee prior to as permitted by the relevant record date for such first or second paragraph of Section 10.5, if: (i) a default in the payment requesting that such payment will be so made of principal, premium, interest, rent or other obligations due on any Senior Indebtedness has occurred and designating the bank account to which such payments shall be so made andis continuing (or, in the case of Senior 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 Indebtedness) (a "Payment Default"), unless and until such Payment Default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than a payment default, on Designated Senior Indebtedness occurs and is continuing that permits the holders of such Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of the default (a "Payment Xxxxxxxx Xxxxxx") x Representative of Designated Senior Indebtedness or the Company (a "Non-Payment Default"). If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principalthe Principal Amount, surrenders Issue Price, accrued Original Issue Discount, accrued Additional Interest, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any on the Senior Note Securities that have come due have been paid in full in cash. No Non-Payment Default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee in exchange (unless such default was waived, cured or otherwise ceased to exist and thereafter subsequently reoccurred) shall be, or be made, the basis for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment datesubsequent Payment Blockage Notice. The Company will indemnify may and hold shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) in the case of a Payment Default, the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a Non-Payment Default, the earlier of (a) date on which such default is cured or waived or ceases to exist or (b) 179 days after the date on which the applicable Payment Blockage Notice is received, if the maturity of such Designated Senior Indebtedness has not been accelerated unless this Article 10 otherwise prohibits the payment or distribution at the time of such payment or distribution (including, without limitation, in the case of a default referred to in clause (ii) above, as a result of a payment default with respect to the applicable Senior Indebtedness as a consequence of the acceleration of the maturity thereof or otherwise). Upon any payment by the Company, 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, moratorium of payments, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in Cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in Cash or other payment satisfactory to the Holders of such Senior Indebtedness before any payment is made on account of the Principal Amount, Issue Price, accrued Original Issue Discount, accrued Additional interest, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price, interest, if any, in respect to the Securities, (except payments made pursuant to Article 8 from monies deposited with the Trustee harmless against pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any losssuch dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, liability insolvency, receivership or expense other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provisions of this Article 10, shall (including attorneys' fees and expensesexcept as aforesaid) resulting from be paid by the Company or by any act receiver, trustee in bankruptcy, liquidating trustee, agent or omission other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to act the holders of Senior Indebtedness (pro rata to such holders on the part basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or court order) or their Representative or Representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any such Senior Indebtedness may have been issued, as their respective interests may appear or to the extent necessary to pay all such Senior Indebtedness in full, in Cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the Holders of the Securities or to the Trustee. In the event of the acceleration of the Securities because of an Event of Default pursuant to Section 6.2, no payment or distribution shall be made to the Trustee or any Holder in respect of the Principal Amount, Issue Price, accrued Original Issue Discount, accrued Additional Interest, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price or interest, if any, on the Securities, except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 10.5, until all Senior Indebtedness has been paid in full in Cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the Company of the 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 foregoing, shall be received by the Holders of the Securities before all Senior Indebtedness is paid in full in Cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in Cash or other payment satisfactory to holders of such Senior 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 Indebtedness of the Company or their Representative or Representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all such Senior Indebtedness remaining unpaid to the extent necessary to pay all such Senior Indebtedness in full in Cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution, or provision thereof, to or for the holders of such Senior Indebtedness. For purposes of this Article 10, 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 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 10 with respect to the Securities to the payment of all Senior Indebtedness of the Company which may at the time be outstanding; provided that (i) such Holder in connection with Senior Indebtedness is assumed by the new corporation, if any, resulting from any such agreement reorganization or which readjustment, and (ii) the Paying Agent rights of the holders of such Senior Indebtedness (other than leases that are not assumed by the Company or the new corporation, as the case may incur 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 corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article 5 hereof shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 10.2 if such other corporation shall, as a result part of making any payment such consolidation, merger, conveyance or transfer, comply with the conditions stated in accordance with any such agreement. All payments made on a Redemption Date are subject to Section 2.8 and Article 3 5 hereof. No later than fifteen (15) days prior Nothing in this Article 10 shall apply to the Maturity Dateclaims of, or payments to, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar under or pursuant to Section 2.3 hereof, that 7.7. This Section 10.2 shall be subject to the Company expects that the final installment further provisions of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding10.5.

Payments to Holders. Notwithstanding No payment (including pursuant to any provisions ------------------- redemption or repurchase of this Indenture and Security or payment in cash for NASD Excess Shares or HSR Excess Shares pursuant to Section 2(a)(6) or (7), as the Senior Notes case may be) shall be made with respect to the contraryprincipal of, or premium, if any, or interest on this Security, if: (a2) Except for any payments a default, other than a Payment Default, occurs and is continuing with respect to be made on Senior Indebtedness that then permits holders of the Senior Indebtedness as to which such default related to accelerate its maturity and the holder of this Security and the Company receive a Redemption Date written notice of such default (a "Payment Blockage ---------------- Notice") from a representative of Senior Indebtedness or a holder of Senior ------ Indebtedness or the Maturity DateCompany (a "Non-Payment Default"). ------------------- The Company may and shall resume payments on this Security (i) in the case of a Payment Default, on the date upon which such default is cured or waived or ceases to exist, and (ii) in the case of a Non-Payment Default with respect to Senior Indebtedness, on the earlier of the date on which the Non-Payment Default is cured or waived or ceases to exist or 179 days have passed after the date on which the applicable Payment Blockage Notice is received. No new period of payment blockage may be commenced pursuant to a Payment Blockage Notice unless (A) at least 365 days shall have elapsed since the Company's receipt of the immediately prior Payment Blockage Notice and (B) all scheduled payments of principal, premium, if any, and interest on this Security that have come due have been paid in full in cash, or in such other form of payment as may be acceptable to the holder of this Security, and the holder of this Security shall not have begun proceedings to enforce the right of the holder to receive payments. No default (whether or not such event of default is on the same issue of Senior Indebtedness) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the holder of this Security shall be, or be made, the basis for a subsequent Payment Blockage Notice. In addition, in the event of any acceleration of this Security because of an Event of Default, no payment or distribution (including with respect to any redemption or repurchase of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown this Security or payment in the registrar of the Senior Notes maintained by the Registrar cash for NASD Excess Shares or HSR Excess Shares pursuant to Section 2.3 hereof; or 2(a)(6) or (b7), as the case may be) At the request of a Holder of at least $5 million in aggregate principal amount of Senior Notes outstanding, all payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds prior to 10:00 a.m., New York City time, directly to the Holder of such Senior Note (whether by federal funds, wire transfer or otherwise); provided, however, that no such federal funds, wire transfer or other such direct payment shall be made to any Holder under the holder of this Section 2.14(b) unless such Holder has delivered written instructions Security with respect to the Trustee prior principal of, premium, if any, or interest on this Security, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the relevant record date for holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Security. If payment requesting that such payment will be so made and designating of this Security is accelerated because of an Event of Default, the bank account to which such payments Company shall be so made andpromptly notify holders of Senior Indebtedness of the acceleration. Notwithstanding the foregoing, in the case event that the holder of payments this Security receives any payment or distribution of principal, surrenders the Senior Note to the Trustee in exchange for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment date. The Company will indemnify and hold the Trustee harmless against any loss, liability or expense (including attorneys' fees and expenses) resulting from any act or omission to act on the part assets of the Company of any kind in contravention of any term of this Section 7, whether in cash, property or securities, including, without limitation, by way of setoff or otherwise, before all Senior Indebtedness is paid in full, in cash or such other form of payment as may be acceptable to the holders of Senior Indebtedness, then such payment or distribution shall be held by the recipient or recipients in trust for the benefit of, and shall immediately be paid over or delivered to, the holders of Senior Indebtedness or their respective representative or representatives, or to the trustee or trustees under any such Holder in connection with indenture pursuant to which any such agreement or which instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Paying Agent may incur as a result Company, for application to the payment of making any all Senior Indebtedness remaining unpaid to the extent necessary to make payment in accordance with any full, in cash or such agreement. All payments made on a Redemption Date are subject to Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior other form of payment as may be acceptable to the Maturity Dateholders of Senior Indebtedness, of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution, or provision therefor, to or for the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereof, that the Company expects that the final installment of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender holders of such Senior Note and Indebtedness. This Section 7(b) shall specify be subject to the place where such Senior Notes may be presented and surrendered for payment further provisions of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding7(e).

Payments to Holders. Notwithstanding any provisions No payment shall be made with respect to the principal of this Indenture or Interest on the Securities (including, but not limited to, the Redemption Price, the Fundamental Change Repurchase Price and the Senior Notes Repurchase Price with respect to the contrarySecurities subject to redemption or repurchase in accordance with Articles 8, 9 or 10, as the case may be, and any payment of cash upon conversion in accordance with Article 11), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 5.05, if: (a) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown default in the registrar 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 Notes maintained by Debt for which there is a period of grace, in the Registrar pursuant to Section 2.3 hereofevent 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 (b) At 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 request 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 Holder Payment Blockage Notice, no new Payment Blockage Notice may be delivered and no new period of at least $5 million in aggregate principal amount of Senior Notes outstanding, all payments payment blockage with respect to any the Securities may begin until both (i) 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 Securities 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 Notes Debt whose holders delivered the Payment Blockage Notice may be made the basis of a subsequent Payment Blockage Notice by the Paying Agent holders of such Senior Debt, whether or not within a period of 365 consecutive days. The Company may and shall resume payments on and distributions in respect of the Securities upon: (1) in the case of a Payment Default, the date upon receipt from which the default is cured or waived or ceases to exist, or (2) 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; provided, that if the maturity of such Senior Debt has been accelerated, no payment or distribution may be made on the Securities until such default is cured or waived or such Senior Debt is discharged or paid in full. Upon any payment by the Company, or distribution of assets of the Company of immediately available funds 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, receivership or similar proceedings, 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 is made on account of the principal of or Interest on, or with respect to the conversion of, the Securities (except, to the extent required by applicable law, payments made pursuant to Article 16 from monies deposited with the Trustee pursuant thereto prior to 10:00 a.m.commencement of proceedings for such dissolution, New York City timewinding-up, liquidation or reorganization); 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 the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article 5, 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 of the Securities or by the Trustee under this Indenture if received by them or it, directly to the Holder holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Note (whether Debt held by federal fundssuch holders, wire transfer or otherwise); providedas otherwise required by law or a court order) or their representative or representatives, howeveror to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt may have been issued, that no such federal fundsas their respective interests may appear, wire transfer to the extent necessary to pay all Senior Debt in full in cash, or other such direct payment shall be 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 any Holder under this Section 2.14(b) unless such Holder has delivered written instructions the Holders of the Securities or to the Trustee prior Trustee. For purposes of this Article 5, the words, “cash, property or securities” shall not be deemed to the relevant record date for such payment requesting that such payment will be so made and designating the bank account to which such payments shall be so made and, in the case include shares of payments of principal, surrenders the Senior Note to the Trustee in exchange for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount stock of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment date. The Company will indemnify and hold the Trustee harmless against any lossas reorganized or readjusted, liability or expense (including attorneys' fees and expenses) resulting from any act or omission to act on the part securities of the Company or any other 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 5 with respect to the 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 corporation, 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 Corporation, as the case may be) are not, without the consent of such Holder holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance, transfer or lease of all or substantially all its property to another corporation upon the terms and conditions provided for in connection with any Article 13 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 5.02 if such agreement or which the Paying Agent may incur other corporation shall, as a result part of making such consolidation, merger, conveyance, transfer or lease, comply with the conditions stated in Article 13. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any payment Holder of Securities in respect of the principal of, premium, if any, or interest on the Securities (including, but not limited to, the Redemption Price, the Fundamental Change Repurchase Price and the Xxxxxxxxxx Price with respect to the Securities subject to redemption or repurchase in accordance with Articles 8, 9 or 10, as the case may be, and any such agreement. All payment of cash upon conversion in accordance with Article 11), except payments and distributions made on a Redemption Date are subject to by the Trustee as permitted by the first or second paragraph of Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior 5.05, until all Senior Debt has been paid in full in cash or other payment satisfactory to the Maturity Dateholders of Senior Debt or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the 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 foregoing, shall be received by the Trustee or the Holders of the Securities 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 5.02 shall apply to claims of, or payments to, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar under or pursuant to Sections 12.06 and 14.07. This Section 2.3 hereof, that 5.02 shall be subject to the Company expects that the final installment further provisions of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding5.05.

Payments to Holders. Notwithstanding No payment shall be made with respect to the principal of, or premium, if any, or interest (including Special Interest, if any) on the Securities (including, but not limited to, the Redemption Price with respect to the Securities to be called for redemption or the Change in Control Purchase Price with respect to the Securities subject to purchase in accordance with Article 3 as provided in this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 5.5, if: (i) a default in the payment of principal, premium, interest, rent or other obligations due on any Designated Senior Indebtedness occurs and is continuing (or, in the case of Designated Senior 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 Designated Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of the default (a "Payment Blockage Notice") from a Representative or holder of Designated Senior Indebtedness or the Company. Subject to the provisions of Section 5.5, if the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Indenture Section unless and until (a) at least 365 days shall have elapsed since the Senior Notes initial effectiveness of the immediately prior Payment Blockage Notice; and (b) all scheduled payments on the Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the contraryTrustee (unless such default was waived, cured or otherwise ceased to exist and thereafter subsequently reoccurred) shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (a) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown in the registrar case of a default referred to in clause (i) above, the Senior Notes maintained by date upon which the Registrar pursuant default is cured or waived or ceases to Section 2.3 hereof; exist, or (b) At in the request case of a Holder of at least $5 million default referred to in aggregate principal amount of Senior Notes outstandingclause (ii) above, all payments with respect to any the earlier of the date on which such default is cured or waived or ceases to exist or 179 days pass after the date on which the applicable Payment Blockage Notice is received, if the maturity of such Designated Senior Notes may be made Indebtedness has not been accelerated, unless this Article 5 otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Paying Agent upon receipt from Company, or distribution of assets of the Company of immediately available funds 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, receivership or similar proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash, or other payments satisfactory to the holders of Senior Indebtedness before any payment is made on account of the principal of, premium, if any, or interest (including Special Interest, if any) on the Securities (except payments made pursuant to Article 10 from monies deposited with the Trustee pursuant thereto prior to 10:00 a.m.commencement of proceedings for such dissolution, New York City timewinding-up, liquidation or reorganization); 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 the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article 5, 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 of the Securities or by the Trustee under this Indenture if received by them or it, directly to the Holder holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Note (whether Indebtedness held by federal fundssuch holders, wire transfer or otherwise); providedas otherwise required by law or a court order) or their representative or representatives, howeveror to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, that no such federal fundsas their respective interests may appear, wire transfer to the extent necessary to pay all Senior Indebtedness in full in cash, or other such direct payment shall be satisfactory to the holders of Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution is made to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions the Holders of the Securities or to the Trustee prior Trustee. For purposes of this Article 5, the words, "cash, property or securities" shall not be deemed to the relevant record date for such payment requesting that such payment will be so made and designating the bank account to which such payments shall be so made and, in the case include shares of payments of principal, surrenders the Senior Note to the Trustee in exchange for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount stock of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment date. The Company will indemnify and hold the Trustee harmless against any lossas reorganized or readjusted, liability or expense (including attorneys' fees and expenses) resulting from any act or omission to act on the part securities of the Company or any other 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 5 with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; PROVIDED THAT (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new corporation, as the case may be) are not, without the consent of such Holder holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in connection with any Article 7 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 5.2 if such agreement or which the Paying Agent may incur other corporation shall, as a result part of making such consolidation, merger, conveyance, transfer or lease, comply with the conditions stated in Article 7. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any payment Holder of Securities in respect of the principal of, premium, if any, or interest (including Special Interest, if any) on the Securities by the Company (including, but not limited to, the Redemption Price with respect to the Securities called for redemption or the Change in Control Purchase Price with respect to the Securities subject to purchase in accordance with any such agreement. All payments made on a Redemption Date are subject to Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior as provided in this Indenture), except payments and distributions made by the Trustee as permitted by Section 5.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the Maturity Dateholders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness 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 foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full, in cash or other payment satisfactory to the holders of Senior 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 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 Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 5.2 shall apply to claims of, or payments to, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar under or pursuant to Section 2.3 hereof, that 9.7. This Section 5.2 shall be subject to the Company expects that the final installment further provisions of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding5.5.

Payments to Holders. Notwithstanding any provisions of this Indenture and the Senior Notes Except as otherwise provided in a supplemental indenture, no payment shall be made with respect to the contraryprincipal of or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities to be called for redemption in accordance with Article III as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, if: (a) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown default in the registrar payment of principal, premium, interest, rent or other obligations due on any Senior Indebtedness occurs and is continuing (or, in the case of Senior Notes maintained by Indebtedness for which there is a period of grace, in the Registrar pursuant event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to Section 2.3 hereofexist; or (b) At an event of default or a default, in each case, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness (or a trustee or other authorized party on their behalf) to accelerate its maturity and the request Trustee receives a notice of the default (a “Payment Blockage Notice”) from a Representative or the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (b) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, premium, if any, and interest on the Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a Holder default referred to in clause (b) above, 179 days pass after notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article XII otherwise prohibits the payment or distribution at least $5 million in aggregate principal amount the time of Senior Notes outstanding, all payments with respect to such payment or distribution. Upon any of the Senior Notes may be made payment by the Paying Agent upon receipt from Company, or distribution of assets of the Company of immediately available funds 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, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, before any payment is made on account of the principal of or interest on the Securities (except payments made pursuant to Article VI from monies deposited with the Trustee pursuant thereto prior to 10:00 a.m.commencement of proceedings for such dissolution, New York City timewinding-up, liquidation or reorganization); 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 the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article XII, 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 of the Securities or by the Trustee under this Indenture if received by them or it, directly to the Holder holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness 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 Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Note (whether by federal fundsIndebtedness, wire transfer after giving effect to any concurrent payment or otherwise); provideddistribution to or for the holders of Senior Indebtedness, however, that no such federal funds, wire transfer before any payment or other such direct payment shall be distribution or provision therefor is made to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions the Holders of the Securities or to the Trustee prior Trustee. For purposes of this Article XII, the words, “cash, property or securities” shall not be deemed to the relevant record date for such payment requesting that such payment will be so made and designating the bank account to which such payments shall be so made and, in the case include shares of payments of principal, surrenders the Senior Note to the Trustee in exchange for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount stock of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment date. The Company will indemnify and hold the Trustee harmless against any lossas reorganized or readjusted, liability or expense (including attorneys' fees and expenses) resulting from any act or omission to act on the part securities of the Company or any other person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII with respect to the Securities to the payment of all Senior Indebtedness that may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new person, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new person, as the case may be) are not, without the consent of such Holder 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 conveyance or transfer of its property as an entirety, or substantially as an entirety, to another person upon the terms and conditions provided for in connection with any Article V shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 if such agreement or which the Paying Agent may incur other person shall, as a result part of making such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article V. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any payment Holder of Securities in respect of the principal of or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with any such agreement. All Article III as provided in the Indenture), except payments and distributions made on a Redemption Date are subject to by the Trustee as permitted by the first or second paragraph of Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior 12.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the Maturity Dateholders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration at the address set forth in the notice from the Agent (or successor agent) to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section 12.2, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expired. 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 or the Holders of the Securities before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, 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 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 Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 12.2 or elsewhere in this Article XII shall apply to claims of, or payments to, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar under or pursuant to Section 2.3 hereof, that 7.7. This Section 12.2 shall be subject to the Company expects that the final installment further provisions of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding12.5.

Payments to Holders. Notwithstanding any provisions 7.1 Each Paying Agent acting through its specified office shall make payments of this Indenture interest or, as the case may be, principal in respect of Notes in accordance with the Terms and Conditions applicable thereto (and, in the Senior Notes to case of a Temporary Global Note or a Permanent Global Note, the contraryterms thereof) provided that: (a) Except if any Temporary Global Note, Permanent Global Note, Definitive Note, Receipt or Coupon is presented or surrendered for payment to any payments Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall forthwith notify the Issuer of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer and has received the amount to be made on so paid; (b) a Redemption Date Paying Agent shall not be obliged (but shall be entitled) to make such payments: (i) if it is not able to establish that the Fiscal Agent has received or is not satisfied that it will receive (whether or not at the Maturity Date, payments with respect to any due time) the full amount of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed relevant payment due to the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereofit under Clause 6.1; or (bii) At if it has been notified by the request Fiscal Agent that payment has not been received unless it is subsequently notified that such payment has been received; (c) each Paying Agent shall cancel or procure the cancellation of each Temporary Global Note, Permanent Global Note, Definitive Note (in the case of early redemption, together with such unmatured Receipts or Coupons or unexchanged Talons as are attached to or are surrendered with it at the time of such redemption), Receipt or, as the case may be, Coupon against surrender of which it has made full payment and shall (if such Paying Agent is not the Fiscal Agent) deliver or procure the delivery of each Temporary Global Note, Permanent Global Note, Definitive Note (together with as aforesaid), Receipt or Coupon so cancelled by it to the Fiscal Agent; and (d) upon any payment being made in respect of the Notes represented by a Global Note, the relevant Paying Agent shall: (i) in the case of payment of principal or, as the case may be, interest against presentation of a Holder CGN Temporary Global Note or a CGN Permanent Global Note or in the case of at least $5 million payment of an Instalment in aggregate respect of an Instalment Note against presentation of a Definitive Note without Receipts, the relevant Paying Agent shall note or procure that there is noted on the schedule thereto (or, in the absence of a schedule, on the face thereof) the amount of such payment and, in the case of payment of principal, the remaining principal amount of Senior the Notes outstandingrepresented by such Global Note (which shall be the previous principal amount less the principal amount in respect of which payment has then been paid) and shall procure the signature of such notation on its behalf; and (ii) in the case of an NGN Temporary Global Note or an NGN Permanent Global Note, all payments instruct the ICSDs (in accordance with the provisions of Schedule 8 (Duties under the Issuer-ICSDs Agreement)) to make appropriate entries in their records to reflect the amount of such payment and, in the case of payment of principal, the remaining principal amount of the Notes represented by such Global Note (which shall be the previous principal amount less the principal amount in respect of which payment has then been paid). 7.2 None of the Paying Agents shall exercise any lien, right of set-off or similar claim against any person to whom it makes any payment under Clause 7.1 in respect thereof, nor shall any commission or expense be charged by it to any such person in respect thereof. 7.3 If a Paying Agent other than the Fiscal Agent makes any payment in accordance with Clause 7.1: (a) it shall notify the Fiscal Agent of the amount so paid by it, the serial number of the Definitive Note or Coupon against presentation or surrender of which payment of principal or interest was made and the number of Coupons by maturity against which payment of interest was made; and (b) subject to and to the extent of compliance by the Issuer with Clause 6.1 (whether or not at the due time), the Fiscal Agent shall reimburse such Paying Agent for the amount so paid by it by payment out of the funds received by it under Clause 6.1 of an amount equal to the amount so paid by it by paying the same by credit transfer to such account with such bank as such Paying Agent may by notice to the Fiscal Agent have specified for the purpose. 7.4 If the Fiscal Agent makes any payment in accordance with Clause 7.1, it shall be entitled to appropriate for its own account out of the funds received by it under Clause 6.1 an amount equal to the amount so paid by it. 7.5 If any Paying Agent makes a payment in respect of Notes at a time at which the Fiscal Agent has not received the full amount of the relevant payment due to it under Clause 6.1, and the Fiscal Agent is not able out of the funds received by it under Clause 6.1 to reimburse such Paying Agent therefor (whether by payment under Clause 7.3 or appropriation under Clause 7.4), the Issuer shall from time to time on demand pay to the Fiscal Agent for the account of such Paying Agent: (a) the amount so paid out by such Paying Agent and not so reimbursed to it; and (b) interest on such amount from the date on which such Paying Agent made such payment until the date of reimbursement of such amount, provided that any payment made under sub-clause 7.5(a) shall satisfy pro tanto the Issuer’s obligations under Clause 6.1. 7.6 Interest shall accrue for the purpose of sub-clause 7.5(b) (as well after as before judgment) on the basis of a year of 360 days (365 days (366 days in the case of a leap year) in the case of an amount in Sterling) and the actual number of days elapsed and at the rate per annum which is the aggregate of one per cent. per annum and the rate per annum reasonably specified by the Fiscal Agent as reflecting its cost of funds for the time being in relation to the unpaid amount. 7.7 If at any time and for any reason a Paying Agent makes a partial payment in respect of any Temporary Global Note, Permanent Global Note, Definitive Note or Coupon surrendered for payment to it, such Paying Agent shall: (a) in the case of a CGN Temporary Global Note, CGN Permanent Global Note, Definitive Note or Coupon endorse thereon a statement indicating the amount and date of such payment (and, in the case of an Instalment Note which is a Definitive Note, on the relevant Receipt) a statement indicating the amount and date of such payment; and (b) in the case of an NGN Temporary Global Note or an NGN Permanent Global Note, instruct the ICSDs (in accordance with the provisions of Schedule 8 (Duties under the Issuer-ICSDs Agreement)) to make appropriate entries in their respective records to reflect such partial payments. 7.8 Each party hereto shall, within ten London business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations, or the Notes as that other party reasonably requests for the purposes of that other party’s compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the Senior Notes may be made forms, documentation or other information provided by the Paying Agent upon receipt from the Company of immediately available funds prior to 10:00 a.m., New York City time, directly to the Holder of such Senior Note party is (whether by federal funds, wire transfer or otherwise)becomes) inaccurate in any material respect; provided, however, that no such federal fundsparty shall be required to provide any forms, wire transfer documentation or other such direct payment shall be made to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions to the Trustee prior to the relevant record date for such payment requesting that such payment will be so made and designating the bank account to which such payments shall be so made and, in the case of payments of principal, surrenders the Senior Note to the Trustee in exchange for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder information pursuant to this Section 2.14(b) unless a new instruction is delivered prior Clause 7.8 to the relevant record date for a payment date. The Company will indemnify and hold the Trustee harmless against any loss, liability or expense extent that: (including attorneys' fees and expensesi) resulting from any act or omission to act on the part of the Company or any such Holder in connection with any form, documentation or other information (or the information required to be provided on such agreement form or which the Paying Agent may incur as a result of making any payment in accordance with any documentation) is not reasonably available to such agreement. All payments made on a Redemption Date are subject to Section 2.8 party and Article 3 hereof. No later than fifteen cannot be obtained by such party using reasonable efforts; or (15ii) days prior to the Maturity Date, the Trustee shall notify the Holder, at the address shown doing so would or might in the registrar of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereof, that the Company expects that the final installment of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender reasonable opinion of such Senior Note and party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For purposes of this Clause 7.8, “Applicable Law” shall specify the place where such Senior Notes may be presented and surrendered for payment deemed to include (i) any rule or practice of such installment. Additionally, in accordance any Authority by which any party is bound or with Section 2.8, such Senior Notes shall cease which it is accustomed to be outstanding.comply;

Payments to Holders. Notwithstanding No payment shall be made with respect to the principal of, or premium, if any, and interest (including contingent interest, if any) on the Securities (including, but not limited to, the Change in Control Purchase Price with respect to the Securities subject to purchase in accordance with Article 3 as provided in this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 5.05, if: (i) a default in the payment of principal, premium, interest, rent or other obligations due on any Designated Senior Indebtedness occurs and is continuing (or, in the case of Designated Senior 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 Designated Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than a payment default, on any Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of the default (a "PAYMENT BLOCKAGE NOTICE") from a Representative or holder of Designated Senior Indebtedness or the Company. Subject to the provisions of Section 5.5, if the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Indenture Section unless and until at least 365 consecutive days shall have elapsed since the Senior Notes effectiveness of the immediately prior Payment Blockage Notice and all scheduled payments on the Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the contraryTrustee (unless such default was waived, cured or otherwise ceased to exist and thereafter subsequently reoccurred) shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities: (a) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown in the registrar case of a default referred to in clause (i) above, upon the Senior Notes maintained by date upon which the Registrar pursuant default is cured or waived or ceases to Section 2.3 hereof; exist, or (b) At in the request case of a Holder default referred to in clause (ii) above, upon the earlier of (1) the date on which such default is cured or waived or ceases to exist or (2) 179 days after the date on which the applicable Payment Blockage Notice is received, if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article 5 otherwise prohibits the payment or distribution at least $5 million in aggregate principal amount the time of Senior Notes outstanding, all payments with respect to such payment or distribution. Upon any of the Senior Notes may be made payment by the Paying Agent upon receipt from Company, or distribution of assets of the Company of immediately available funds 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, receivership or similar proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash, or other payments satisfactory to the holders of Senior Indebtedness before any payment is made on account of the principal of, premium, if any, or interest (including contingent interest, if any) on the Securities (except payments made pursuant to Article 10 from monies deposited with the Trustee pursuant thereto prior to 10:00 a.m.commencement of proceedings for such dissolution, New York City timewinding-up, liquidation or reorganization); 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 the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article 5, 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 of the Securities or by the Trustee under this Indenture if received by them or it, directly to the Holder holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Note (whether Indebtedness held by federal fundssuch holders, wire transfer or otherwise); providedas otherwise required by law or a court order) or their representative or representatives, howeveror to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, that no such federal fundsas their respective interests may appear, wire transfer to the extent necessary to pay all Senior Indebtedness in full in cash, or other such direct payment shall be satisfactory to the holders of Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution is made to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions the Holders of the Securities or to the Trustee prior Trustee. For purposes of this Article 5, the words, "cash, property or securities" shall not be deemed to the relevant record date for such payment requesting that such payment will be so made and designating the bank account to which such payments shall be so made and, in the case include shares of payments of principal, surrenders the Senior Note to the Trustee in exchange for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount stock of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment date. The Company will indemnify and hold the Trustee harmless against any lossas reorganized or readjusted, liability or expense (including attorneys' fees and expenses) resulting from any act or omission to act on the part securities of the Company or any other 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 5 with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new corporation, as the case may be) are not, without the consent of such Holder holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in connection with any Article 7 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 5.02 if 39 such agreement or which the Paying Agent may incur other corporation shall, as a result part of making such consolidation, merger, conveyance, transfer or lease, comply with the conditions stated in Article 7. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any payment Holder of Securities in respect of the principal of, premium, if any, or interest (including contingent interest, if any) on the Securities by the Company (including, but not limited to, the Change in Control Purchase Price with respect to the Securities subject to purchase in accordance with any such agreement. All payments made on a Redemption Date are subject to Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior as provided in this Indenture), except payments and distributions made by the Trustee as permitted by Section 5.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the Maturity Dateholders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness 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 foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full, in cash or other payment satisfactory to the holders of Senior 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 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 Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 5.02 shall apply to claims of, or payments to, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar under or pursuant to Section 2.3 hereof, that 9.07. This Section 5.02 shall be subject to the Company expects that the final installment further provisions of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding5.5.

Payments to Holders. Notwithstanding any provisions of this Indenture and the Senior Notes The Company shall not redeem, purchase, otherwise acquire or make a payment with respect to the contraryprincipal of, or premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities to be called for redemption in accordance with Article XI as provided in this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 1505, if: (ai) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown default in the registrar payment of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereof; or (b) At the request of a Holder of at least $5 million in aggregate principal amount of Senior Notes outstandingprincipal, all payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds prior to 10:00 a.m.premium, New York City timeinterest, directly to the Holder of such Senior Note (whether by federal funds, wire transfer or otherwise); provided, however, that no such federal funds, wire transfer rent or other such direct payment shall be made to obligations due on any Holder under this Section 2.14(b) unless such Holder has delivered written instructions to the Trustee prior to the relevant record date for such payment requesting that such payment will be so made Designated Senior Indebtedness occurs and designating the bank account to which such payments shall be so made andis continuing (or, in the case of payments Designated Senior Indebtedness for which there is a period of principalgrace, surrenders in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Designated Senior Note Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of the default (a "Payment Blockage Notice") from a Representative or holder of Designated Senior Indebtedness or the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee in exchange (unless such default was waived, cured or otherwise ceased to exist and thereafter subsequently reoccurred) shall be, or be made, the basis for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment datesubsequent Payment Blockage Notice. The Company will indemnify may and hold shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (ii) above, 179 days pass after notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, 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, receivership or similar proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash before any payment of cash, property or securities is made on account of the principal of, premium, if any, or interest on the Securities (except payments made pursuant to Article IV from monies deposited with the Trustee harmless against pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any loss, liability such dissolution or expense (including attorneys' fees and expenses) resulting from any act winding-up or omission to act on the part liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any such Holder payment by the Company, or distribution of assets of the Company of any kind or character, whether in connection with any such agreement cash, property or securities, to which the Paying Agent Holders of the Securities or the Trustee would be entitled, except for the provision of this Article, 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 of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness 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 Indebtedness may incur have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full in cash after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution of cash, property or securities is made to the Holders of the Securities or to the Trustee. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article VIII shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section if such other corporation shall, as a result part of making such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article VIII. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution of cash, property or securities shall be made to the Trustee or any payment Holder of Securities in respect of the principal of, premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with Article XI as provided in this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 1505, until all Senior Indebtedness has been paid in full in cash or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness 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 foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full in cash, or provision is made for such agreement. All payments made on a Redemption Date are subject to Section 2.8 payment thereof in accordance with its terms in cash, such payment or distribution shall be held in trust for the benefit of and Article 3 hereof. No later than fifteen (15) days prior shall be paid over or delivered to the Maturity Dateholders of Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 1502 shall apply to claims of, or payments to, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar under or pursuant to Section 2.3 hereof, that 607. This Section 1502 shall be subject to the Company expects that the final installment further provisions of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding1505.

Payments to Holders. Notwithstanding any provisions No payments on account of this Indenture and principal of or interest on the Senior Notes to the contrary: (a) Except for any payments to Securities shall be made on (except in the form of Permitted Junior Securities) if at the time of such payment or immediately after giving effect thereto there shall exist a Redemption Date or the Maturity Date, payments default in any payment with respect to any Designated Senior Indebtedness, and such default shall not have been cured or waived or shall not have ceased to exist; provided, however, the Company may make payments on account of principal of or interest on the Securities without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the holders of such Designated Senior Indebtedness or their designated representative with respect to which a default in any payment has occurred. In addition, during the continuance of any default (other than a payment default) with respect to Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated, from and after the date of receipt by the Trustee of written notice from the holders of such Designated Senior Indebtedness or from an agent of such holders, stating that such default has occurred and is continuing, no payments (except in the form of Permitted Junior Securities) on account of principal or interest in respect of the Senior Notes Securities may be made by the Paying Agent upon receipt Company for a period (“Payment Blockage Period”) commencing on the date of delivery of such notice and ending 179 days thereafter (unless such Payment Blockage Period shall be terminated by written notice to the Trustee from the holders of such Designated Senior Indebtedness or from an agent of such holders, such default has been cured or waived or has ceased to exist, or because such Designated Senior Indebtedness has been discharged or repaid in full in cash). Only one Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period. In no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any consecutive 360-day period, and there must be at least 181 days during any consecutive 360-day period during which no Payment Blockage Period is in effect. No Event of Default which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be or be made the basis for the commencement of any subsequent Payment Blockage Period by the holders of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such Event of Default shall have been cured or waived for a period of not less than 90 consecutive days. Upon any payment or distribution of assets of the Company of immediately available fundsany kind or character, by check mailed whether in cash, property or securities, to creditors upon any liquidation, dissolution, winding up, receivership, reorganization, assignment for the Holderbenefit of creditors, at the address shown in the registrar marshalling of assets and liabilities or any bankruptcy, insolvency or similar proceedings of the Company, all amounts due or to become due upon all Designated Senior Notes maintained Indebtedness shall first be paid in full, in cash or cash equivalents, or payment thereof provided for in accordance with its terms, before any payment is made on account of the principal of, or interest on the indebtedness evidenced by the Registrar pursuant to Section 2.3 hereof; or (b) At the request Securities, and upon any such liquidation, dissolution, winding up, receivership, reorganization, assignment, marshalling or proceeding, any payment or distribution of a Holder assets of at least $5 million in aggregate principal amount of Senior Notes outstanding, all payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds prior any kind or character, whether in cash, property or securities, to 10:00 a.m.which the Holders of the Securities or the Trustee under this Indenture would be entitled, New York City timeexcept for the provisions hereof, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, directly to the Holder holders of Designated Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Designated Senior Indebtedness held by such holders) or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Designated Senior Note Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Designated Senior Indebtedness in full (including, without limitation, all post-petition interest, in any such proceedings whether by federal fundsor not allowed or allowable in such proceedings), wire transfer after giving effect to any concurrent payment or otherwise); provideddistribution to or for the holders of Designated Senior Indebtedness, however, that no such federal funds, wire transfer before any payment or other such direct payment shall be distribution is made to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions the holders of the indebtedness evidenced by the Securities or to the Trustee prior to under this Indenture, except that the relevant record date Holders may receive Permitted Junior Securities. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee under this Indenture or the Holders of the Securities before all Designated Senior Indebtedness is paid in full in cash or cash equivalents or provision is made for such payment requesting that in accordance with its terms, such payment will or distribution shall be so made held in trust for the benefit of and designating shall be paid over or delivered to the bank account holders of such Designated Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such payments Designated Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Designated Senior Indebtedness remaining unpaid until all such Designated Senior Indebtedness shall be so made have been paid in full in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of such Designated Senior Indebtedness. The subordination and payment blockage provisions described above will not prevent a Default from occurring under this Indenture upon the failure of the Company to pay interest, principal or Conversion Obligation with respect to the Securities when due by their terms. If payment of the Securities is accelerated because of an Event of Default, the Company will, or will cause the Trustee to, promptly notify the holders of Designated Senior Indebtedness or the representative of such Designated Senior Indebtedness of the acceleration. If any Designated Senior Indebtedness is outstanding, the Company may not pay the Securities until five (5) Business Days after the holders of all such Designated Senior Indebtedness receive notice of such acceleration and, in thereafter, may pay the case of payments of principal, surrenders Securities only if this Indenture otherwise permits payment at that time as certified by the Senior Note Company to the Trustee in exchange for an Officers’ certificate to which the Trustee may conclusively rely on, without liability. So long as there shall remain outstanding any Designated Senior Indebtedness under the Bank Credit Agreement, a Senior Note or Senior Notes aggregating Blockage Notice may be given only by the same principal amount as administrative agent thereunder unless otherwise agreed to in writing by the unredeemed principal amount requisite lenders named therein. The terms of the Senior Notes surrendered. The subordination provisions described above will not apply to payments from money held in trust by the Trustee shall be entitled to rely for the payment of principal, interest and Conversion Obligation on the last instruction delivered Securities pursuant to the provisions described under Article 8 of this Indenture if the foregoing subordination provisions were not violated at the time the applicable amounts were deposited in trust pursuant to such provisions as certified by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior Company to the relevant record date for a payment date. The Company will indemnify and hold Trustee in an Officers’ certificate to which the Trustee harmless against any lossmay conclusively rely on, liability without liability. For purposes of this Article, the words, “cash, property or expense (including attorneys' fees and expenses) resulting from any act securities” shall not be deemed to include shares of stock of the Company as reorganized or omission to act on the part readjusted, or securities of the Company or any such Holder other corporation provided for by a plan of arrangement, reorganization or readjustment, the payment of which is subordinated (at least to the extent provided in connection this Article with respect to the Securities) to the payment of all Designated Senior Indebtedness which may at the time be outstanding; provided, that (i) the Designated Senior Indebtedness is assumed by the new corporation, if any, resulting from any such agreement arrangement, reorganization or which readjustment, and (ii) the Paying Agent may incur rights of the holders of the Designated Senior Indebtedness are not, without the consent of such holders, altered by such arrangement, reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the sale, conveyance or transfer of all or substantially all of its property and assets to another corporation upon the terms and conditions provided in Article 5 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section if such other corporation shall, as a result part of making any payment such consolidation, merger, sale, conveyance or transfer, comply with the conditions stated in accordance with any such agreementArticle 5. All Nothing in this Section shall apply to claims of, or payments made on a Redemption Date are subject to Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior to the Maturity Dateto, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar under or pursuant to Article 7. This Section 2.3 hereof, that shall be subject to the Company expects that the final installment further provisions of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding15.05.

Payments to Holders. Notwithstanding any provisions of this Indenture and the Senior Notes to the contrary: (a) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereof; or (b) At the request of a Holder of at least $5 million in aggregate principal amount of Senior Notes outstanding, all payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds prior to 10:00 a.m., New York City time, directly to the Holder of such Senior Note (whether by federal funds, wire transfer or otherwise); provided, however, that no such federal funds, wire transfer or other such direct No payment shall be made to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions with respect to the Trustee prior principal of or any premium or interest on the Securities (including, but not limited to, the redemption price with respect to the relevant record date Securities to be called for such redemption in accordance with Article 11), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 15.5, if: (i) a default in the payment requesting that such payment will be so made of principal, premium, interest, rent or other obligations due on any Senior Indebtedness occurs and designating the bank account to which such payments shall be so made andis continuing (or, in the case of Senior 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 Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of the default (a "Payment Blockage Notice") from a Representative or the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, surrenders premium, if any, and interest on the Senior Note Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee in exchange shall be, or be made, the basis for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment datesubsequent Payment Blockage Notice. The Company will indemnify may and hold shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) the date upon which the default is cured or waived or ceases to exist; or (2) in the case of a default referred to in clause (ii) above, 179 days pass after notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article 15 otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, 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, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, before any payment is made on account of the principal of or any premium or interest on the Securities (except payments made pursuant to Article 4 from monies deposited with the Trustee harmless against pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any losssuch dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, liability insolvency, receivership or expense other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article 15, shall (including attorneys' fees and expensesexcept as aforesaid) resulting from be paid by the Company or by any act receiver, trustee in bankruptcy, liquidating trustee, agent or omission other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to act the holders of Senior Indebtedness (pro rata to such holders on the part basis of the respective amounts of Senior Indebtedness 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 Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. For purposes of this Article 15, 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 such Holder in connection with any such agreement other corporation provided for by a plan of reorganization or readjustment, the payment of which the Paying Agent may incur as a result of making any payment in accordance with any such agreement. All payments made on a Redemption Date are subject to Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior is subordinated at least to the Maturity Date, extent provided in this Article 15 with respect to the Trustee shall notify Securities to the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereof, that the Company expects that the final installment of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding.all

Payments to Holders. Notwithstanding any provisions of this Indenture and the Senior Notes to the contrary: (a) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereof; or (b) At the request of a Holder of at least $5 million in aggregate principal amount of Senior Notes outstanding, all payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds prior to 10:00 a.m., New York City time, directly to the Holder of such Senior Note (whether by federal funds, wire transfer or otherwise); provided, however, that no such federal funds, wire transfer or other such direct No payment shall be made to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions with respect to the Trustee prior principal of, or premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the relevant record date Securities to be called for such redemption in accordance with Article III as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, if: (i) a default in the payment requesting that such payment will be so made of principal, premium, interest, rent or other obligations due on any Senior Indebtedness occurs and designating the bank account to which such payments shall be so made andis continuing (or, in the case of Senior 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 Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of the default (a "Payment Blockage Notice") from a Representative or the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, surrenders premium, if any, and interest on the Senior Note Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee in exchange shall be, or be made, the basis for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment datesubsequent Payment Blockage Notice. The Company will indemnify may and hold shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (ii) above, 179 days pass after notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article XII otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, 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, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, before any payment is made on account of the principal of, premium, if any, or interest on the Securities (except payments made pursuant to Article VI from monies deposited with the Trustee harmless against pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any losssuch dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, liability insolvency, receivership or expense other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article XII, shall (including attorneys' fees and expensesexcept as aforesaid) resulting from be paid by the Company or by any act receiver, trustee in bankruptcy, liquidating trustee, agent or omission other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to act the holders of Senior Indebtedness (pro rata to such holders on the part basis of the respective amounts of Senior Indebtedness 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 Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. For purposes of this Article XII, 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 such Holder in connection with any such agreement other corporation provided for by a plan of reorganization or readjustment, the payment of which the Paying Agent may incur as a result of making any payment in accordance with any such agreement. All payments made on a Redemption Date are subject to Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior is subordinated at least to the Maturity Date, extent provided in this Article XII with respect to the Trustee shall notify Securities to the Holder, payment of all Senior Indebtedness which may at the address shown in time be outstanding; provided that (i) the registrar Senior Indebtedness is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Notes maintained Indebtedness (other than leases which are not assumed by the Registrar pursuant to Section 2.3 hereofCompany or the new corporation, that as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company expects that with, or the final installment merger of principal the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and interest on conditions provided for in Article V shall not be deemed a dissolution, winding-up, liquidation or reorganization for the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender purposes of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding.this

Payments to Holders. Notwithstanding any provisions of this Indenture and the Senior Notes to the contrary: (a) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereof; or (b) At the request of a Holder of at least $5 million in aggregate principal amount of Senior Notes outstanding, all payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds prior to 10:00 a.m., New York City time, directly to the Holder of such Senior Note (whether by federal funds, wire transfer or otherwise); provided, however, that no such federal funds, wire transfer or other such direct No payment shall be made to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions with respect to the Trustee prior principal of, or premium, if any, or interest on the Notes by the Company (including, but not limited to, the Redemption Price with respect to the relevant record date Notes to be called for such redemption in accordance with Article III or the Repurchase Price with respect to Notes submitted for repurchase in accordance with Article XVI, as the case may be, as provided in this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 14.5, if: (i) a default in the payment requesting that such payment will be so made of principal, premium, interest, rent or other obligations due on any Senior Indebtedness of the Company has occurred and designating the bank account to which such payments shall be so made andis continuing (or, in the case of payments Senior Indebtedness of principalthe Company for which there is a period of grace, surrenders 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 Note Indebtedness of the 25 Company), unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) a default (other than a payment default) on Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of the default (a "Payment Blockage Notice") from a Representative of Designated Senior Indebtedness or a holder of Designated Senior Indebtedness or the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee in exchange (unless such default was waived, cured or otherwise ceased to exist and thereafter subsequently reoccurred) shall be, or be made, the basis for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment datesubsequent Payment Blockage Notice. The Company will indemnify may and hold shall resume payments on and distributions in respect of the Trustee harmless against any lossNotes upon the earlier of: (1) in the case of a payment default, liability the date upon which the default is cured or expense waived or ceases to exist, or (2) in the case of a default referred to in clause (ii) above, the earlier of the date on which such default is cured or waived or ceases to exist or 179 days after the date on which the applicable Payment Blockage Notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article IV otherwise prohibits the payment or distribution at the time of such payment or distribution (including attorneys' fees and expenseswithout limitation, in the case of default referred to in clause (ii) resulting from above, as a result of a payment default with respect to the applicable Senior Indebtedness as a consequence of the acceleration of the maturity thereof or otherwise). Upon any act payment by the Company, or omission distribution of assets of the Company of any kind or character, whether in cash, property or securities, to act creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, moratorium of payments, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness of the Company shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness of the Company, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness of the Company before any payment is made on account of the principal of, premium, if any, or interest on the part Notes by the Company (except payments by the Company made pursuant to Article XIII from monies deposited with the For purposes of this Article IV, 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 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 IV with respect to the Notes to the payment of all Senior Indebtedness of the Company which may at the time be outstanding; provided that (i) the Senior Indebtedness of the Company is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness of the Company (other than leases which are not assumed by the Company or the new corporation, as the case may be) are not, without the consent of such Holder holders, altered by such reorganization or readjustment. The merger of the Company into another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in connection with any Article XII shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 4.2 if such agreement or which the Paying Agent may incur other corporation shall, as a result part of making such merger, conveyance or transfer, comply with the conditions stated in Article XII. 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 payment Holder of Notes in respect of the principal of, premium, if any, or interest on the Notes by the Company (including, but not limited to, the Redemption Price with respect to the Notes called for redemption in accordance with any such agreement. All Article III or the Repurchase Price with respect to Notes submitted for repurchase in accordance with Article XVI, as the case may be, as provided in this Indenture), except payments and distributions made on a Redemption Date are subject to by the Trustee as permitted by the first or second paragraph of Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior 4.5, 27 until all Senior Indebtedness of the Company has been paid in full in cash or other payment satisfactory to the Maturity Dateholders of Senior Indebtedness of the Company of all obligations in respect of such Senior Indebtedness 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 Indebtedness of the Company of the 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 foregoing, shall be received by the Trustee or the Holders of the Notes before all Senior Indebtedness of the Company is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness of the Company, 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 Indebtedness of the Company, 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 Indebtedness of the Company or their Representative or Representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness of the Company may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company remaining unpaid to the extent necessary to pay all Senior Indebtedness of the Company in full in cash or other payment satisfactory to the holders of such Senior Indebtedness of the Company, after giving effect to any concurrent payment or distribution, or provision therefor, to or for the holders of such Senior Indebtedness of the Company. Nothing in this Article IV shall apply to claims of, or payments to, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar under or pursuant to Section 2.3 hereof, that 8.6. This Section 4.2 shall be subject to the Company expects that the final installment further provisions of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding4.5.

Payments to Holders. Notwithstanding No payment shall be made with respect to the principal of, or interest or Liquidated Damages, if any, on the Notes (including, but not limited to, the Redemption Price, the Purchase Price and the Change in Control Purchase Price with respect to the Notes subject to redemption or purchase in accordance with Article V, VI or VII as provided in this Indenture), except payments and distributions made by the Trustee as permitted by Section 12.5, if: (i) a Default in the payment of principal, premium, interest, rent or other obligations due on any Senior Indebtedness occurs and is continuing (or, in the case of Senior 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 Indebtedness), unless and until such Default shall have been cured or waived or shall have ceased to exist; or (ii) a Default, other than a payment Default, on Designated Senior Indebtedness occurs and is continuing that permits holders of such Designated Senior Indebtedness, or their Representatives, to accelerate its maturity and the Trustee receives a notice of the Default (a "Payment Blockage Notice") from a Representative or holder of Designated Senior Indebtedness or the Company. Subject to the provisions of Section 12.5, if the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Indenture Section unless and until at least 360 days shall have elapsed since the Senior Notes initial effectiveness of the immediately prior Payment Blockage Notice. No nonpayment Default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the contraryTrustee (unless such Default was waived, cured or otherwise ceased to exist and thereafter subsequently reoccurred) shall be, or can be made, the basis for a subsequent Payment Blockage Notice, whether or not within a period of 360 consecutive days, unless such Default has been cured or waived. The Company may and shall resume payments on and distributions in respect of the Notes upon the earlier of: (a) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown in the registrar case of a Default referred to in clause (i) above, the date upon which the Default is cured or waived or ceases to exist or such Senior Notes maintained by the Registrar pursuant to Section 2.3 hereof; Indebtedness shall have been discharged or paid in full in cash, or (b) At in the request case of a Holder Default referred to in clause (ii) above, the earliest to occur of (i) the date on which such Default is cured or waived or ceases to exist or such Designated Senior Indebtedness shall have been discharged or paid in full in cash, (ii) 179 days after the date on which the applicable Payment Blockage Notice is received (the "Payment Blockage Period"), or (iii) the date on which the Payment Blockage Period shall have been terminated by written notice to the Company or the Trustee from the Representatives of holders of Designated Senior Indebtedness initiating such Payment Blockage Period unless this Article XII otherwise prohibits the payment or distribution at least $5 million in aggregate principal amount the time of Senior Notes outstanding, all payments with respect to such payment or distribution. Upon any of the Senior Notes may be made payment by the Paying Agent upon receipt from Company, or distribution of assets of the Company of immediately available funds any kind or character, whether in cash, property, securities or other assets, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company (whether voluntary or involuntary) or in bankruptcy, insolvency, receivership or similar proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash, or other payments satisfactory to the holders of Senior Indebtedness, before any payment is made on account of the principal of, interest or Liquidated Damages, if any, on the Notes (except payments made pursuant to Article XIII from monies deposited with the Trustee pursuant thereto prior to 10:00 a.m.commencement of proceedings for such dissolution, New York City timewinding-up, liquidation or reorganization); 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 the Company, or distribution of assets of the Company of any kind or character, whether in cash, property, securities or other assets, to which the Holders of the Notes or the Trustee would be entitled, except for the provision of this Article XII, 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 of the Notes or by the Trustee under this Indenture if received by them or it, directly to the Holder holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Note (whether Indebtedness held by federal fundssuch holders, wire transfer or otherwise); providedas otherwise required by law or a court order) or their Representative or Representatives, howeveror to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, that no such federal fundsas their respective interests may appear, wire transfer to the extent necessary to pay all Senior Indebtedness in full in cash, or other such direct payment shall be satisfactory to the holders of Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution is made to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions the Holders of the Notes or to the Trustee prior Trustee. For purposes of this Article XII, the words, "cash, property, securities or other assets" shall not be deemed to the relevant record date for such payment requesting that such payment will be so made and designating the bank account to which such payments shall be so made and, in the case include shares of payments of principal, surrenders the Senior Note to the Trustee in exchange for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount stock of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment date. The Company will indemnify and hold the Trustee harmless against any lossas reorganized or readjusted, liability or expense (including attorneys' fees and expenses) resulting from any act or omission to act on the part securities of the Company or any other 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 XII with respect to the Notes to the payment of all Senior Indebtedness; provided that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new corporation, as the case may be) are not, without the consent of such Holder holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance, transfer or lease of all or substantially all their property to another corporation upon the terms and conditions provided for in connection with any Article IV shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 if such agreement or which the Paying Agent may incur other corporation shall, as a result part of making such consolidation, merger, conveyance, transfer or lease, comply with the conditions stated in Article IV. 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 payment Holder of Notes in respect of the principal of, interest or Liquidated Damages, if any, on the Notes by the Company (including, but not limited to, the Redemption Price, Purchase Price or Change in Control Purchase Price with respect to the Notes subject to redemption or purchase in accordance with any such agreement. All Article V, VI or VII as provided in this Indenture), except payments and distributions made on a Redemption Date are subject to by the Trustee as permitted by Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior 12.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the Maturity Dateholders of Senior Indebtedness 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 Indebtedness 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, securities or other assets, prohibited by the foregoing, shall be received by the Trustee, any Paying Agent, or the Holders of the Notes before all Senior Indebtedness is paid in full, in cash or other payment satisfactory to the holders of Senior 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 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 Indebtedness or their Representative or Representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 12.2 shall apply to claims of, or payments to, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar under or pursuant to Section 2.3 hereof, that 11.7. This Section 12.2 shall be subject to the Company expects that the final installment further provisions of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding12.5.

Payments to Holders. Notwithstanding any provisions of this Indenture and the Senior Notes to the contrary: (a) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereof; or (b) At the request of a Holder of at least $5 million in aggregate principal amount of Senior Notes outstanding, all payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds prior to 10:00 a.m., New York City time, directly to the Holder of such Senior Note (whether by federal funds, wire transfer or otherwise); provided, however, that no such federal funds, wire transfer or other such direct No payment shall be made to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions with respect to the Trustee prior principal of or any premium or interest on the Securities (including, but not limited to, the redemption price with respect to the relevant record date Securities to be called for such redemption in accordance with Article 11), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 15.5, if: (i) a default in the payment requesting that such payment will be so made of principal, premium, interest, rent or other obligations due on any Senior Indebtedness occurs and designating the bank account to which such payments shall be so made andis continuing (or, in the case of Senior 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 Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of the default (a "Payment Blockage Notice") from a Representative or the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, surrenders premium, if any, and interest on the Senior Note Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee in exchange shall be, or be made, the basis for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment datesubsequent Payment Blockage Notice. The Company will indemnify may and hold shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) the date upon which the default is cured or waived or ceases to exist; or (2) in the case of a default referred to in clause (ii) above, 179 days pass after notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article 15 otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, 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, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, before any payment is made on account of the principal of or any premium or interest on the Securities (except payments made pursuant to Article 4 from monies deposited with the Trustee harmless against pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any losssuch dissolution or winding- up or liquidation or reorganization of the Company or bankruptcy, liability insolvency, receivership or expense other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article 15, shall (including attorneys' fees and expensesexcept as aforesaid) resulting from be paid by the Company or by any act receiver, trustee in bankruptcy, liquidating trustee, agent or omission other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to act the holders of Senior Indebtedness (pro rata to such holders on the part basis of the respective amounts of Senior Indebtedness 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 Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. For purposes of this Article 15, 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 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 15 with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any reorganization or readjustment and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new corporation, as the case may be) are not, without the consent of such Holder holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in connection with any Article 8 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 15.2 if such agreement or which the Paying Agent may incur other corporation shall, as a result part of making such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article 8. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any payment Holder of Securities in respect of the principal of or any premium or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with any such agreement. All Article 11), except payments and distributions made on a Redemption Date are subject to by the Trustee as permitted by the first or second paragraph of Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior 15.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the Maturity Dateholders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration , unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expired. 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 or the Holders of the Securities before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, 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 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 Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 15.2 shall apply to claims of, or payments to, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar under or pursuant to Section 2.3 hereof, that 6.7. This Section 15.2 shall be subject to the Company expects that the final installment further provisions of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding15.5.

Payments to Holders. Notwithstanding any provisions of this Indenture and the Senior Notes No payment shall be made with respect to the contraryObligations under this Guaranty, if: (a1) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown default in the registrar payment of the principal, premium, if any, or interest or other payment due on Senior Notes maintained by the Registrar pursuant to Section 2.3 hereofIndebtedness occurs and is continuing beyond any applicable period of grace (a "PAYMENT DEFAULT"); or (b2) At the request of a Holder of at least $5 million in aggregate principal amount of Senior Notes outstandingdefault, all payments other than a Payment Default, occurs and is continuing with respect to any Designated Senior Indebtedness that then permits holders of the Designated Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds prior to 10:00 a.m., New York City time, directly to the Holder of such Senior Note Indebtedness (whether by federal funds, wire transfer or otherwise); provided, however, that no such federal funds, wire transfer or other such direct payment shall be made to any Holder under this Section 2.14(bas defined below) unless such Holder has delivered written instructions to the Trustee prior to the relevant record date for such payment requesting that such payment will be so made and designating the bank account as to which such default relates to accelerate its maturity and the holder of this Guaranty and the Guarantor receive a written notice of such default (a "PAYMENT BLOCKAGE NOTICE") from a representative of Designated Senior Indebtedness or a holder of Designated Senior Indebtedness (a "NON-PAYMENT DEFAULT") and each such period during which payments in respect of this Guaranty are so prohibited is referred to as a "PAYMENT BLOCKAGE PERIOD." The Guarantor may and shall be so made andresume payments on this Guaranty in the case of a Payment Default, on the date upon which such default is cured or waived or ceases to exist. The Guarantor may and shall resume payments on this Guaranty, and the applicable Payment Blockage Period shall terminate, in the case of payments a Non-Payment Default, on the earliest to occur of principal, surrenders the following dates: (w) the date upon which such Non-Payment Default is cured or waived or otherwise ceases to exist; (x) 179 days after the date of receipt by the Company of such Payment Blockage Notice (provided the Senior Note Indebtedness shall not theretofore have been accelerated and provided further, that upon the rescission (if any) of such acceleration, payments in respect of this Guaranty shall resume as and to the Trustee extent set forth below); (y) the date on which the Senior Indebtedness shall have been discharged or paid in exchange for full; or (z) the date on which such Payment Blockage Period shall have been terminated by written notice to the Guarantor or the Company from the holder of Senior Indebtedness who delivered the Payment Blockage Notice or its representative, and after which, in the case of clauses (w) through (z), the Guarantor shall resume making any and all required payments in respect of this Guaranty, including any payments not made during the Payment Blockage Period. At any time (i) after the occurrence of a Payment Default and until the conditions described in the first sentence of the previous paragraph are satisfied, or (ii) after the receipt of a Payment Blockage Notice by the Company and the Guarantor and until the termination of the Payment Blockage Period, the Company shall have no right to accelerate the maturity of the amounts due under this Guaranty or otherwise demand payment thereof, enforce any claim with respect to the amounts due under this Guaranty, institute or attempt to institute any bankruptcy or insolvency proceedings against the Guarantor or the Guarantor's property without the prior written consent of each holder of Senior Note or Senior Notes aggregating Indebtedness, until the same principal amount as the unredeemed principal amount first to occur of (a) acceleration of the Senior Indebtedness; (b) commencement of judicial enforcement of any rights or remedies under the documents evidencing the Senior Indebtedness of applicable law with respect to the Senior Indebtedness or the documents evidencing the Senior Indebtedness, or commencement of a proceeding of the nature described in Sections 3(a)(4) or 3(a)(5) of each of the Notes surrendered(each, an "Insolvency Proceeding"), except to the extent (but only to such extent) that the commencement of a legal action may be required to toll the running of any applicable statute of limitation. The Trustee No new period of payment blockage may be commenced pursuant to a Payment Blockage Notice unless at least 365 days shall be entitled to rely have elapsed since the Guarantor's receipt of the immediately prior Payment Blockage Notice. No default (whether or not such event of default is on the last instruction delivered by same issue of Designated Senior Indebtedness) that existed or was continuing on the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior date of delivery of any Payment Blockage Notice to the relevant record date Company shall be, or be made, the basis for a subsequent Payment Blockage Notice. If demand for payment date. The Company will indemnify and hold is made on this Guaranty because of an Event of Default under the Trustee harmless against any lossNotes, liability or expense (including attorneys' fees and expenses) resulting from any act or omission to act on the part Guarantor shall promptly notify holders of Senior Indebtedness of the Company or any such Holder in connection with any such agreement or which acceleration. Notwithstanding the Paying Agent may incur as a result of making any payment in accordance with any such agreement. All payments made on a Redemption Date are subject to Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior to the Maturity Dateforegoing, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereof, event that the Company expects that receives any payment or distribution of assets of the final installment Guarantor of principal any kind in contravention of any term of this SECTION 3, whether in cash, property or securities, including, without limitation, by way of setoff or otherwise, before all Senior Indebtedness is paid in full, in cash or such other form of payment as may be acceptable to the holders of Senior Indebtedness, then such payment or distribution shall be held by the recipient or recipients in trust for the benefit of, and interest on the Senior Notes will shall promptly be paid on over or delivered to, the Maturity Date. Such notice shall specify that holders of Senior Indebtedness or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Guarantor, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to make payment in full, in cash or such final installment will other form of payment as may be payable only upon presentation and surrender acceptable to the holders of Senior Indebtedness, of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution, or provision therefor, to or for the holders of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstandingIndebtedness.

Payments to Holders. Notwithstanding any provisions of this Indenture and the Senior Notes No payment or distribution shall be made with respect to the contraryprincipal of, interest on or any Redemption Price for the Notes, except for payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 5.05, if: (a) Except (i) a default in the payment of principal, premium, interest or other obligations constituting Senior Indebtedness occurs and is continuing (or, in the case of Senior Indebtedness for any payments which there is a period of grace, such a default occurs and continues beyond the period of grace specified in the instrument or lease evidencing such Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to be made on exist, and (ii) a Redemption Date Responsible Officer of the Trustee receives a notice of such default from a Representative or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereofCompany; or (b) At (i) a default under any Senior Indebtedness (other than a default described in clause (a) above) occurs and is continuing, if the request effect of such default is to permit holders of such Senior Indebtedness to accelerate its maturity, and (ii) a Responsible Officer of the Trustee receives a notice of such default from a Representative or the Company (a “Payment Blockage Notice”). Upon the Trustee’s receipt of a Holder Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least $5 million in aggregate principal amount of Senior Notes outstanding, all payments with respect to any 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice and (B) all scheduled payments of principal of, interest on and any Redemption Price for the Notes that have come due have been paid in full in cash. No default described in clause (b) above that existed or was continuing on the date of delivery of any Payment Blockage Notice shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Notes upon the earlier of: (i) the date upon which the default is cured or waived or ceases to exist, or (ii) in the case of a default described in clause (b) above, the 180th day after receipt of the corresponding Payment Blockage Notice, unless the maturity of such Senior Notes may be made Indebtedness has been accelerated or this Article otherwise prohibits such payment or distribution at the time thereof. Upon any payment by the Paying Agent upon receipt from Company, or distribution of assets of the Company of immediately available funds any kind or character, whether in cash, property or Notes, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, before any payment is made on account of the principal of or interest on the Notes (except payments made pursuant to Article V of the Base Indenture from monies deposited with the Trustee pursuant thereto prior to 10:00 a.m.commencement of proceedings for such dissolution, New York City timewinding-up, liquidation or reorganization); 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 the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or Notes, to which the Holders or the Trustee would be entitled, except for the provision of this Article, 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 the Indenture if received by them or it, directly to the Holder holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or to their Representative, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Note (whether by federal fundsIndebtedness, wire transfer after giving effect to any concurrent payment or otherwise); provideddistribution to or for the holders of Senior Indebtedness, however, that no such federal funds, wire transfer before any payment or other such direct payment shall distribution or provision therefor is made to the Holders or to the Trustee. Whenever a distribution is to be made to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions or a notice given to the Trustee prior to holders of Senior Indebtedness, the relevant record date for such payment requesting that such payment will distribution may be so made and designating the bank account notice given to which such payments their Representative. For purposes of this Article, the words, “cash, property or Notes” shall not be so made and, in the case deemed to include shares of payments of principal, surrenders the Senior Note to the Trustee in exchange for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount stock of the Senior Company as reorganized or readjusted, or Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment date. The Company will indemnify and hold the Trustee harmless against any loss, liability or expense (including attorneys' fees and expenses) resulting from any act or omission to act on the part of the Company or any other Person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article with respect to the Notes to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new Person, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new Person, 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 conveyance or transfer of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Article VIII of the Base Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section if such other Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article VIII of the Base Indenture. 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 in connection with any such agreement or which the Paying Agent may incur as a result of making any payment in accordance with any such agreement. All payments made on a Redemption Date are subject to Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior to the Maturity Date, the Trustee shall notify the Holder, at the address shown in the registrar respect of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereof, that the Company expects that the final installment of principal of and or interest on the Senior Notes will be paid on (including, but not limited to, the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify Redemption Price with respect to the place where such Senior Notes may be presented and surrendered called for payment of such installment. Additionally, redemption in accordance with Section 2.84.01(b)), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 5.05, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of the Indenture. If payment of the Notes is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration at the address set forth in the notice from the Representative to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expired. 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 Notes (including by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, 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 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 Notes Indebtedness or their Representative, as their respective interests may appear, as calculated by the Company and directed by the Company pursuant to a Company Order, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Article shall cease apply to claims of, or payments to, the Trustee under or pursuant to Section 607 of the Base Indenture. This Section shall be outstandingsubject to the further provisions of Section 5.05. For the avoidance of doubt, such payments are not subordinated to the Company’s Senior Indebtedness.

Payments to Holders. Notwithstanding any provisions of this Indenture and the Senior Notes to the contrary: (a) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereof; or (b) At the request of a Holder of at least $5 million in aggregate principal amount of Senior Notes outstanding, all payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds prior to 10:00 a.m., New York City time, directly to the Holder of such Senior Note (whether by federal funds, wire transfer or otherwise); provided, however, that no such federal funds, wire transfer or other such direct No payment shall be made to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions with respect to the Trustee prior principal of, or premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the relevant record date Securities to be called for such redemption in accordance with Article 11 as provided in this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 1505, if: (i) a default in the payment requesting that such payment will be so made of principal, premium, interest, rent or other obligations due on any Designated Senior Indebtedness occurs and designating the bank account to which such payments shall be so made andis continuing (or, in the case of Designated Senior 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 Designated Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of the default (a "Payment Blockage Notice") from a Representative or holder of Designated Senior Indebtedness or the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, surrenders premium, if any, and interest on the Senior Note Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee in exchange (unless such default was waived, cured or otherwise ceased to exist and thereafter subsequently reoccurred) shall be, or be made, the basis for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment datesubsequent Payment Blockage Notice. The Company will indemnify may and hold shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (ii) above, 179 days pass after notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article 15 otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, 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, receivership or similar proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash, or other payments satisfactory to the holders of Senior Indebtedness before any payment is made on account of the principal of, premium, if any, or interest on the Securities (except payments made pursuant to Article 4 from monies deposited with the Trustee harmless against pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any losssuch dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, liability insolvency, receivership or expense other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article 15, shall (including attorneys' fees and expensesexcept as aforesaid) resulting from be paid by the Company or by any act receiver, trustee in bankruptcy, liquidating trustee, agent or omission other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to act the holders of Senior Indebtedness (pro rata to such holders on the part basis of the respective amounts of Senior Indebtedness 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 Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full in cash, or other payments satisfactory to the holders of Senior Indebtedness after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution is made to the Holders of the Securities or to the Trustee. For purposes of this Article 15, 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 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 15 with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new corporation, as the case may be) are not, without the consent of such Holder Holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in connection with any Article 8 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 1502 if such agreement or which the Paying Agent may incur other corporation shall, as a result part of making such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 8. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any payment Holder of Securities in respect of the principal of, premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with any such agreement. All Article 11 as provided in this Indenture), except payments and distributions made on a Redemption Date are subject to by the Trustee as permitted by the first or second paragraph of Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior 1505, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the Maturity Dateholders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness 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 foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of Senior 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 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 Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 1502 shall apply to claims of, or payments to, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar under or pursuant to Section 2.3 hereof, that 607. This Section 1502 shall be subject to the Company expects that the final installment further provisions of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding1505.

Payments to Holders. Notwithstanding any provisions of this Indenture and No payment shall be made with respect to the Senior principal of, or premium, if any, or interest on the Notes (including, but not limited to, the Redemption Price with respect to the Notes to be called for redemption in accordance with Section 3.2 or submitted for repurchase in accordance with Section 16.2, as the contrarycase, may be, as provided in the Indenture), if: (a) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown default in the registrar payment of principal, premium, interest, rent or other obligations due on any Senior Indebtedness occurs and is continuing (or, in the case of Senior Notes maintained by Indebtedness for which there is a period of grace, in the Registrar pursuant event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to Section 2.3 hereof; exist, or (b) At a default, other than a payment default, on any Designated Senior Indebtedness occurs and is continuing that then permits any holders of such Designated Senior Indebtedness to accelerate its maturity and the request Trustee receives a written notice of the default (a "Payment Blockage Notice") from a Representative or the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (b) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, premium, if any, and interest on the Notes that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company, after providing written notice to the Trustee, shall resume payments on and distributions in respect of the Notes upon the earlier of: (a) the date upon which the default is cured or waived or ceases to exist, or (b) in the case of a Holder default referred to in clause (b) above, 179 days pass after notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated; unless this Article IV otherwise prohibits the payment or distribution at least $5 million in aggregate principal amount the time of Senior Notes outstanding, all payments with respect to such payment or distribution. Upon any of the Senior Notes may be made payment by the Paying Agent upon receipt from Company, or distribution of assets of the Company of immediately available funds 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, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment in form and substance satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment in form and substance satisfactory to the holders of such Senior Indebtedness, before any payment is made on account of the principal of, premium, if any, or interest on the Notes (except payments made pursuant to Article XIII from monies deposited with the Trustee pursuant thereto prior to 10:00 a.m.commencement of proceedings for such dissolution, New York City timewinding up, liquidation or reorganization) 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 the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Notes or the Trustee would be entitled, except for the provision of this Article IV, 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 of the Notes or by the Trustee under this Indenture if received by them or it, directly to the Holder holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness 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 Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment in form and substance satisfactory to the holders of such Senior Note (whether by federal fundsIndebtedness, wire transfer after giving effect to any concurrent payment or otherwise); provideddistribution to or for the holders of Senior Indebtedness, however, that no such federal funds, wire transfer before any payment or other such direct payment shall be distribution or provision therefor is made to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions the holders of the Notes or to the Trustee prior Trustee. For purposes of this Article IV, the words "cash, property or securities" shall not be deemed to the relevant record date for such payment requesting that such payment will be so made and designating the bank account to which such payments shall be so made and, in the case include shares of payments of principal, surrenders the Senior Note to the Trustee in exchange for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount stock of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment date. The Company will indemnify and hold the Trustee harmless against any lossas reorganized or readjusted, liability or expense (including attorneys' fees and expenses) resulting from any act or omission to act on the part securities of the Company or any other 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 IV with respect to the Notes to the payment of all Senior Indebtedness which may at the time be outstanding provided that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new corporation, as the case may be) are not, without the consent of such Holder holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in connection with any Article XII shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section 4.2 if such agreement or which the Paying Agent may incur other corporation shall, as a result part of making any such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XII. In the event of the acceleration of the Notes because of an Event of Default, no payment in accordance with any such agreement. All payments or distribution shall be made on a Redemption Date are subject to Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior to the Maturity Date, the Trustee shall notify the Holder, at the address shown or any holder of Notes in the registrar respect of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereofprincipal of, that the Company expects that the final installment of principal of and premium, if any, or interest on the Senior Notes will be paid on (including, but not limited to, the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify Redemption Price with respect to the place where such Senior Notes may be presented and surrendered Notes, called for payment of such installment. Additionally, redemption in accordance with Section 2.83.2 or submitted for repurchase in accordance with Section 16.2, as the case may be, as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 4.5, until all Senior Indebtedness has been paid in full in cash or other payment in form and substance satisfactory to the holders of Senior Indebtedness 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 Indebtedness of the 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 foregoing, shall be received by the Trustee or the Holders before all Senior Indebtedness is paid in full in cash or other payment in form and substance satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment in form and substance satisfactory to the holders of such Senior 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 Notes Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or other payment in form and substance satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 4.2 shall cease apply to claims of, or payments to, the Trustee under or pursuant to Section 8.6. This Section 4.2 shall be outstanding.subject to the right to rescind and annul acceleration of the notice pursuant to Section 7.1

Payments to Holders. Notwithstanding any provisions of this Indenture and the Senior Notes No payment shall be made with respect to the contraryprincipal, Redemption Price, Fundamental Change Redemption Price, or interest, if any, in respect of, the Securities by or on behalf of the Company (including, but not limited to, the Redemption Price with respect to the Securities to be called for redemption in accordance with Article 11 or the Fundamental Change Redemption Price with respect to Securities submitted for repurchase in accordance with Article 14, as the case may be, as provided in this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 13.05, if: (a) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown default in the registrar payment of principal, premium, interest, rent or other obligations due on any Designated Senior Indebtedness, has occurred and is continuing (or, in the case of Designated Senior Notes maintained by Indebtedness, for which there is a period of grace, in the Registrar pursuant event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Designated Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to Section 2.3 hereofexist; or (b) At a default (other than a payment default) on Designated Senior Indebtedness of the request Company occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of the default (a "Payment Blockage Notice") from the Company, or a Representative of Designated Senior Indebtedness of Company or a holder of Designated Senior Indebtedness of the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (b) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee (unless such default was waived, cured or otherwise ceased to exist and thereafter subsequently reoccurred) shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (i) in the case of a Holder payment default, the date upon which the default is cured or waived or ceases to exist, or (ii) in the case of at least $5 million a default referred to in aggregate principal amount clause (b) above, the earlier of the date on which such default is cured or waived or ceases to exist or 179 days after the date on which the applicable Payment Blockage Notice is received by the Trustee if the maturity of the applicable Designated Senior Notes outstanding, all payments Indebtedness has not been accelerated and no Payment Default with respect to any of such Designated Senior Indebtedness has occurred which has not been cured or waived (in which case clause (i) shall instead be applicable), unless this Article otherwise prohibits the Senior Notes may be made by payment or distribution at the Paying Agent upon receipt from the Company of immediately available funds prior to 10:00 a.m., New York City time, directly to the Holder time of such Senior Note payment or distribution (whether by federal funds, wire transfer or otherwise); provided, however, that no such federal funds, wire transfer or other such direct payment shall be made to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions to the Trustee prior to the relevant record date for such payment requesting that such payment will be so made and designating the bank account to which such payments shall be so made andincluding without limitation, in the case of payments default referred to in clause (b) above, as a result of a payment default with respect to the applicable Designated Senior Indebtedness as a consequence of the acceleration of the maturity thereof or otherwise). Upon any payment by the Company, 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, moratorium of payments, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness, shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness before any payment is made on account of the principal, surrenders Redemption Price, Fundamental Change Redemption Price, or interest, if any, in respect of the Senior Note Securities (except payments by the Company made pursuant to Article 4 from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); 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 the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee would be entitled, except for the provision of this Article, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, moratorium of payments, 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 Trustee in exchange for a holders of Senior Note or Senior Notes aggregating Indebtedness (pro rata to such holders on the same principal amount as the unredeemed principal amount basis of the respective amounts of such Senior Notes surrendered. The Trustee shall be entitled Indebtedness held by such holders, or as otherwise required by law or a court order) or their Representative or Representatives, or to rely on the last instruction delivered by the Holder trustee or trustees under any indenture pursuant to this Section 2.14(b) unless a new instruction is delivered prior which any 77 instruments evidencing any such Senior Indebtedness may have been issued, as their respective interests may appear, to the relevant record date extent necessary to pay all such Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the Holders or to the Trustee. For purposes of this Article, the words, "cash, property or securities" shall not be deemed to include a payment date. The or distribution of stock of the Company will indemnify and hold the Trustee harmless against any lossas reorganized or readjusted, liability or expense (including attorneys' fees and expenses) resulting from any act or omission to act on the part securities of the Company or any other 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 with respect to the Securities to the payment of all Senior Indebtedness, which may at the time be outstanding; provided that (i) such Holder Senior Indebtedness is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of such Senior Indebtedness (other than leases which are not assumed by the Company or the new corporation, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The merger of the Company into another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in connection with any Article 7 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 13.02 if such agreement or which the Paying Agent may incur other corporation shall, as a result part of making such merger, conveyance or transfer, comply with the conditions stated in Article 7. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any payment Holder of Securities in respect of the principal, Redemption Price, Fundamental Change Redemption Price, or interest, if any, in respect of, the Securities by or on behalf of the Company (including, but not limited to, the Redemption Price with respect to the Securities called for redemption in accordance with Article 11 or the Fundamental Change Redemption Price with respect to Securities submitted for repurchase in accordance with Article 14, as the case may be, as provided in this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 13.05, until all Senior Indebtedness, has been paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of their Senior Indebtedness of the 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 foregoing, shall be received by the Trustee or the Holders of the Securities before all of the Senior Indebtedness, is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of their Senior 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 Indebtedness or their Representative or Representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any such agreement. All payments made on a Redemption Date are subject to Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the Maturity Datepayment of all such Senior Indebtedness remaining unpaid to the extent necessary to pay all such Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution, or provision therefor, to or for the holders of such Senior Indebtedness. Nothing in this Article shall apply to claims of, or payments to, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar under or pursuant to Section 2.3 hereof, that 6.07. This Section 13.02 shall be subject to the Company expects that the final installment further provisions of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding13.05.

Payments to Holders. Notwithstanding any provisions of this Indenture and the Senior Notes to the contrary: (a) Except for any payments to No payment shall be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be Payable Amount, or accrued and unpaid interest, if any, except payments and distributions made by the Paying Agent upon receipt from the Company of immediately available fundsTrustee as permitted by Section 11.05, by check mailed to the Holder, at the address shown if: (i) a default in the registrar payment of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereof; or (b) At the request of a Holder of at least $5 million in aggregate principal amount of Senior Notes outstandingprincipal, all payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds prior to 10:00 a.m.premium, New York City timeinterest, directly to the Holder of such Senior Note (whether by federal funds, wire transfer or otherwise); provided, however, that no such federal funds, wire transfer rent or other such direct payment shall be made to obligations due on any Holder under this Section 2.14(b) unless such Holder has delivered written instructions to the Trustee prior to the relevant record date for such payment requesting that such payment will be so made Designated Senior Indebtedness occurs and designating the bank account to which such payments shall be so made andis continuing (or, in the case of Designated Senior 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 Designated Senior Indebtedness); or (ii) a default, other than a payment default, on any Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of the default (a "Payment Blockage Notice") from a Representative or holder of such Designated Senior Indebtedness or the Company. (b) Subject to the provisions of Section 11.05, if the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until at least 365 days shall have elapsed since the date the Trustee received the immediately prior Payment Blockage Notice and all scheduled payments on the Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of principal, surrenders the Senior Note delivery of any Payment Blockage Notice to the Trustee in exchange (unless such default was waived, cured or otherwise ceased to exist and thereafter subsequently reoccurred) shall be the basis for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount subsequent Payment Blockage Notice. (c) The Company shall resume payments on and distributions in respect of the Securities: (i) in the case of a default referred to in clause (a)(i) above, the date upon which the default is cured or waived or ceases to exist, or (ii) in the case of a default referred to in clause (a)(ii) above, the earlier of the date on which such default is cured or waived or ceases to exist or 179 days after the date on which the applicable Payment Blockage Notice is received, if the maturity of such Designated Senior Notes surrenderedIndebtedness has not been accelerated, unless this Article 11 otherwise prohibits the payment or distribution at the time of such payment or distribution. The Trustee Upon any payment by the Company, 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, receivership or similar proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be entitled paid in full in cash, or other payments satisfactory to rely the holders of Senior Indebtedness before any payment is made on account of any Payable Amount, together with accrued and unpaid interest, if any, on the last instruction delivered Securities (except payments made pursuant to Article 8 from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); 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 the Holder Company, or distribution of assets of the Company of any kind or character, whether in Cash, Property or Securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article 11, 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 of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness 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 this Section 2.14(b) unless a new instruction is delivered prior which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the relevant record date extent necessary to pay all Senior Indebtedness in full in cash, or other payment satisfactory to the holders of Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for a the holders of Senior Indebtedness, before any payment dateor distribution is made to the Holders of the Securities or to the Trustee. The For purposes of this Article 11, the phrase, "Cash, Property or Securities" shall not be deemed to include shares of stock of the Company will indemnify and hold the Trustee harmless against any lossas reorganized or readjusted, liability or expense (including attorneys' fees and expenses) resulting from any act or omission to act on the part securities of the Company or any other 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 11 with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new corporation, as the case may be) are not, without the consent of such Holder holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in connection with any Article 5 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 11.02 if such agreement or which the Paying Agent may incur other corporation shall, as a result part of making such consolidation, merger, conveyance, transfer or lease, comply with the conditions stated in Article 5. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities in respect of any Payable Amount, together with accrued and unpaid interest, if any, except payments and distributions made by the Trustee as permitted by Section 11.05, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of such acceleration. In the event that, notwithstanding the foregoing provisions, any such agreement. All payments made on a Redemption Date are subject to Section 2.8 and Article 3 hereof. No later than fifteen payment or distribution of assets of the Company of any kind or character, whether in Cash, Property or Securities (15) days prior including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full, in cash or other payment satisfactory to the Maturity Dateholders of Senior 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 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 Indebtedness or their Representative or Representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 11.02 shall apply to claims of, or payments to, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar under or pursuant to Section 2.3 hereof, that 7.07. This Section 11.02 shall be subject to the Company expects that the final installment further provisions of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding11.05.

Payments to Holders. Notwithstanding No payment shall be made with respect to the principal of, or premium, if any, or interest (including Additional Interest, if any) on the Securities (including, but not limited to, the redemption price with respect to the Securities to be called for redemption or the Change in Control Purchase Price with respect to the Securities subject to purchase in accordance with Article 3 as provided in this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 5.5, if: (i) a default in the payment of principal, premium, interest, rent or other obligations due on any Designated Senior Indebtedness occurs and is continuing (or, in the case of Designated Senior 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 Designated Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of the default (a "Payment Blockage Notice") from a Representative or holder of Designated Senior Indebtedness. Subject to the provisions of Section 5.5, if the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Indenture Section unless and until at least 365 days shall have elapsed since the Senior Notes initial effectiveness of the immediately prior Payment Blockage Notice. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the contraryTrustee (unless such default was waived, cured or otherwise ceased to exist and thereafter subsequently reoccurred) shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (a) Except for any payments the date upon which the default is cured or waived or ceases to be made on a Redemption Date or the Maturity Dateexist, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereof; or (b) At in the request case of a Holder default referred to in clause (ii) above, 179 days pass after a Payment Blockage Notice is received, unless this Article 5 otherwise prohibits the payment or distribution at the time of at least $5 million in aggregate principal amount of Senior Notes outstanding, all payments with respect to such payment or distribution. Upon any of the Senior Notes may be made payment by the Paying Agent upon receipt from Company, or distribution of assets of the Company of immediately available funds 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, receivership or similar proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash, or other payments satisfactory to the holders of Senior Indebtedness before any payment is made on account of the principal of, premium, if any, or interest (including Additional Interest, if any) on the Securities (except payments made pursuant to Article 10 from monies deposited with the Trustee pursuant thereto prior to 10:00 a.m.commencement of proceedings for such dissolution, New York City timewinding-up, liquidation or reorganization); 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 the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article 5, 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 of the Securities or by the Trustee under this Indenture if received by them or it, directly to the Holder holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Note (whether Indebtedness held by federal fundssuch holders, wire transfer or otherwise); providedas otherwise required by law or a court order) or their representative or representatives, howeveror to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, that no such federal fundsas their respective interests may appear, wire transfer to the extent necessary to pay all Senior Indebtedness in full in cash, or other such direct payment shall be satisfactory to the holders of Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution is made to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions the Holders of the Securities or to the Trustee prior Trustee. For purposes of this Article 5, the words, "cash, property or securities" shall not be deemed to the relevant record date for such payment requesting that such payment will be so made and designating the bank account to which such payments shall be so made and, in the case include shares of payments of principal, surrenders the Senior Note to the Trustee in exchange for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount stock of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment date. The Company will indemnify and hold the Trustee harmless against any lossas reorganized or readjusted, liability or expense (including attorneys' fees and expenses) resulting from any act or omission to act on the part securities of the Company or any other 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 5 with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new corporation, as the case may be) are not, without the consent of such Holder Holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in connection with any Article 7 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 5.2 if such agreement or which the Paying Agent may incur other corporation shall, as a result part of making such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 7. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any payment Holder of Securities in respect of the principal of, premium, if any, or interest (including Additional Interest, if any) on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption or the Change in Control Purchase Price with respect to the Securities subject to purchase in accordance with any such agreement. All payments made on a Redemption Date are subject to Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior as provided in this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 5.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the Maturity Dateholders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness 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 foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full, in cash or other payment satisfactory to the holders of Senior 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 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 Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 5.2 shall apply to claims of, or payments to, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar under or pursuant to Section 2.3 hereof, that 9.7. This Section 5.2 shall be subject to the Company expects that the final installment further provisions of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding5.5.

Payments to Holders. Notwithstanding any provisions of this Indenture and the Senior Notes to the contrary: (a) Except for any payments to No payment shall be made on a Redemption Date or the Maturity Date, payments with respect to the principal of (including any of Redemption Price or Repurchase Price pursuant to Article III) and Interest on, the Senior Notes may be Notes, except payments and distributions made by the Paying Agent Trustee as permitted by the first or second paragraph of Section 12.07, in the event and during the continuation of any Payment Default by the Guarantor, upon receipt from the Company written notice of immediately available funds, by check mailed such default to the Holder, at Guarantor by the address shown in the registrar holders of such Senior Debt of the Senior Guarantor or any trustee therefor, unless and until such Payment Default shall have been cured or waived or shall have ceased to exist. Promptly upon receiving notice of a Payment Default, and subject to Section 12.07, the Guarantor shall deliver to the Trustee an Officers’ Certificate specifying with particularity such Payment Default and further stating what action the Guarantor has taken, is taking or proposes to take with respect thereto. The Guarantor hereby covenants and agrees that it shall resume payments on and distributions in respect of the Notes maintained by upon the Registrar date on which such Payment Default is cured or waived or ceases to exist. Promptly upon becoming aware that a Payment Default has been cured or waived or ceased to exist, and subject to Section 12.07, the Guarantor shall deliver to the Trustee an Officers’ Certificate specifying that a Payment Default no longer exists and that payments in respect of principal (including any Redemption Price or Repurchase Price pursuant to Section 2.3 hereof; orArticle III and Interest (including, if any, Defaulted Interest) shall resume. (b) At In the request event of a Holder of at least $5 million in aggregate principal amount of Senior Notes outstandingProceeding, all payments with respect to Senior Indebtedness (including any interest thereon accruing after the commencement of any such proceedings) of the Senior Notes may Guarantor shall first be made by the Paying Agent upon receipt from the Company of immediately available funds prior to 10:00 a.m.paid in full before any payment or distribution, New York City timewhether in cash, directly to the Holder of such Senior Note (whether by federal funds, wire transfer or otherwise); provided, however, that no such federal funds, wire transfer securities or other such direct payment property, shall be made to any Holder Noteholder on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of the Guarantor or any other entity provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the Indebtedness evidenced by the Notes or the Guarantee, to the payment of all Senior Indebtedness of the Guarantor at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Notes shall be paid or delivered directly to the holders of Senior Indebtedness of the Guarantor in accordance with the priorities then existing among such holders until all Senior Indebtedness (including any interest thereon accruing after the commencement of any Proceeding) of the Guarantor shall have been paid in full. (c) In the event of any Proceeding, after payment in full of all sums owing with respect to Senior Indebtedness of the Guarantor, the Noteholders, together with the holders of any obligations of the Guarantor ranking pari passu with the Notes, shall be entitled to be paid from the remaining assets of the Guarantor the amounts at the time due and owing on account of unpaid principal of and any premium and Interest on the Notes and such other obligations before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any equity or membership interests or any obligations of the Guarantor ranking junior to the Notes and such other obligations. If, notwithstanding the foregoing, any payment or distribution of any character or any security, whether in cash, securities or other property (other than securities of the Guarantor or any other entity provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the Indebtedness evidenced by the Notes, to the payment of all Senior Indebtedness of the Guarantor at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment) shall be received by the Trustee or any Noteholder in contravention of any of the terms hereof and before all Senior Indebtedness of the Guarantor shall have been paid in full, such payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Indebtedness of the Guarantor at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Indebtedness of the Guarantor remaining unpaid, to the extent necessary to pay all such Senior Indebtedness (including any interest thereon accruing after the commencement of any Proceeding) of the Guarantor in full. In the event of the failure of the Trustee or any Noteholder to endorse or assign any such payment, distribution or security, each holder of Senior Indebtedness of the Guarantor is hereby irrevocably authorized to endorse or assign the same. (d) Upon any payment or distribution of assets of the Guarantor referred to in this Section 2.14(b) unless Article XII, the Trustee and the Noteholders shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such Holder has Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered written instructions to the Trustee prior or to the relevant record date Noteholders, for the purpose of ascertaining the Persons entitled to participate in such payment requesting that or distribution, the holders of the Senior Indebtedness and other Indebtedness of the Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XII. (e) The Trustee and the Noteholders, at the expense of the Guarantor, shall take such payment will be so made and designating reasonable action (including the bank account delivery of this First Supplemental Indenture to which such payments shall be so made andan agent for any holders of Senior Indebtedness of the Guarantor or consent to the filing of a financing statement with respect hereto) as may, in the case opinion of payments counsel designated by the holders of principal, surrenders the Senior Note to the Trustee a majority in exchange for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount of the Senior Notes surrendered. Indebtedness of the Guarantor at the time outstanding, be necessary or appropriate to assure the effectiveness of the subordination effected by these provisions. (f) The Trustee provisions of this Section 12.02 shall be entitled to rely on not impair any rights, interests, remedies or powers of any secured creditor of the last instruction delivered Guarantor in respect of any security interest the creation of which is not prohibited by the Holder pursuant to provisions of this Section 2.14(bFirst Supplemental Indenture. (g) unless The securing of any obligations of the Guarantor, otherwise ranking on a new instruction is delivered prior parity with the Notes or the Guarantee or ranking junior to the relevant record date for a payment date. The Company will indemnify and hold the Trustee harmless against any lossNotes or Guarantee, liability or expense (including attorneys' fees and expenses) resulting shall not be deemed to prevent such obligations from any act or omission to act on the part of the Company or any such Holder in connection with any such agreement or which the Paying Agent may incur as a result of making any payment in accordance with any such agreement. All payments made constituting, respectively, obligations ranking on a Redemption Date are subject to Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior parity with the Notes or the Guarantee or ranking junior to the Maturity Date, Notes or the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereof, that the Company expects that the final installment of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstandingGuarantee.

Payments to Holders. Notwithstanding any provisions of this Indenture and the Senior Notes to the contrary: (a) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereof; or (b) At the request of a Holder of at least $5 million in aggregate principal amount of Senior Notes outstanding, all payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds prior to 10:00 a.m., New York City time, directly to the Holder of such Senior Note (whether by federal funds, wire transfer or otherwise); provided, however, that no such federal funds, wire transfer or other such direct No payment shall be made to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions with respect to the Trustee prior principal of, or premium, if any, or interest on the Securities by the Company (including, but not limited to, the Redemption Price with respect to the relevant record date Securities to be called for such redemption in accordance with Article Eleven or the Repurchase Price with respect to Securities submitted for repurchase in accordance with Article Fourteen, as the case may be, as provided in this Indenture and Additional Amounts, if any, Liquidated Damages, if any), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 13.5, if: (i) a default in the payment requesting that such payment will be so made of principal, premium, interest, rent or other obligations due on any Senior Indebtedness of the Company has occurred and designating the bank account to which such payments shall be so made andis continuing (or, in the case of payments Senior Indebtedness of the Company 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 Indebtedness of the Company), unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) a default (other than a payment default but including any default in the payment of principal, surrenders premium, interest, rent or other obligations on Designated Senior Indebtedness that would be a payment default but for the period of grace specified in such instrument or lease) on Designated Senior Note Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of the default (a "Payment Blockage Notice") from a Representative of Designated Senior Indebtedness or a holder of Designated Senior Indebtedness or the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until at least 365 days The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) in the case of a payment default, the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (ii) above, the earlier of the date on which such default is cured or waived or ceases to exist or 179 days after the date on which the applicable Payment Blockage Notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article Thirteen otherwise prohibits the payment or distribution at the time of such payment or distribution (including without limitation, in the case of default referred to in clause (ii) above, as a result of a payment default with respect to the Trustee in exchange for applicable Senior Indebtedness as a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount consequence of the acceleration of the maturity thereof or otherwise). Upon any payment by the Company, 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, moratorium of payments, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Notes surrendered. The Trustee Indebtedness of the Company shall first be entitled paid in full in cash or other payment satisfactory to rely the holders of such Senior Indebtedness of the Company, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness of the Company before any payment is made on account of the principal of, premium, if any, or interest (including Additional Amounts, if any, or Liquidated Damages, if any) on the last instruction delivered Securities by the Holder Company (except payments by the Company made pursuant to this Section 2.14(b) unless a new instruction is delivered Article Four from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization of the relevant record date for a Company or bankruptcy, insolvency, receivership or other proceeding, any payment date. The by the Company, or distribution of assets of the Company will indemnify and hold of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee harmless against would be entitled, except for the provision of this Article Thirteen, shall (except as aforesaid) be paid by the Company or by any lossreceiver, liability trustee in bankruptcy, moratorium of payments, liquidating trustee, agent or expense 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 Indebtedness of the Company (including attorneys' fees and expenses) resulting from any act or omission pro rata to act such holders on the part basis of the respective amounts of Senior Indebtedness of the Company 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 Indebtedness of the Company -100- 112 may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness of the Company in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness of the Company, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness of the Company, before any payment or distribution is made to the Holders or to the Trustee. For purposes of this Article Thirteen, 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 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 Thirteen with respect to the Securities to the payment of all Senior Indebtedness of the Company which may at the time be outstanding; provided that (i) the Senior Indebtedness of the Company is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness of the Company (other than leases which are not assumed by the Company or the new corporation, as the case may be) are not, without the consent of such Holder holders, altered by such reorganization or readjustment. The merger of the Company into another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in connection with any Article Seven shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 13.2 if such agreement or which the Paying Agent may incur other corporation shall, as a result part of making such merger, conveyance or transfer, comply with the conditions stated in Article Seven. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any payment Holder of Securities in respect of the principal of, premium, if any, or interest on the Securities by the Company (including, but not limited to, the Redemption Price with respect to the Securities called for redemption in accordance with any such agreement. All Article Eleven or the Repurchase Price with respect to Securities submitted for repurchase in accordance with Article Fourteen, as the case may be, as provided in this Indenture and Additional Amounts, if any, and Liquidated Damages, if any), except payments and distributions made on a Redemption Date are subject to by the Trustee as permitted by the first or second paragraph of Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior 13.5, until all Senior Indebtedness of the Company has been paid in full in cash or other payment satisfactory to the Maturity Dateholders of Senior Indebtedness of the Company or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the Company of the 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 foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness of the Company is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness of the Company, 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 Indebtedness of the Company, 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 Indebtedness of the -101- 113 Company or their Representative or Representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness of the Company may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company remaining unpaid to the extent necessary to pay all Senior Indebtedness of the Company in full in cash or other payment satisfactory to the holders of such Senior Indebtedness of the Company, after giving effect to any concurrent payment or distribution, or provision therefor, to or for the holders of such Senior Indebtedness of the Company. Nothing in this Article Thirteen shall apply to claims of, or payments to, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar under or pursuant to Section 2.3 hereof, that 6.7. This Section 13.2 shall be subject to the Company expects that the final installment further provisions of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding13.5.

Payments to Holders. Notwithstanding any provisions of this Indenture and the Senior Notes No payment shall be made with respect to the contrarypayment of Principal Amount, Issue Price, accrued Liquidated Damages, if any, accrued Original Issue Discount, Redemption Price, Purchase Price, Change in Control Purchase Price, interest and any other amounts payable, if any, on the Debentures except payments and distributions made by the Trustee as permitted by Section 4.6, if: (a) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown default in the registrar payment of principal, premium, interest, rent or other obligations due on any Senior Indebtedness occurs and is continuing (or, in the case of Senior Notes maintained by Indebtedness for which there is a period of grace, in the Registrar pursuant event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to Section 2.3 hereof; exist, or (b) At a default, other than a payment default, on any Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its maturity and the request Trustee receives a written notice of the default (a "Payment Blockage Notice") from a Representative or the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (b) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of the Principal Amount due at the Final Maturity Date, Purchase Price, Redemption Price, or Change in Control Purchase Price, as applicable, on the Debentures that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company, after providing written notice to the Trustee, shall resume payments on and distributions in respect of the Debentures upon the earlier of: (a) the date upon which the default is cured or waived or ceases to exist, or (b) in the case of a Holder default referred to in clause (b) above, 179 days pass after notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated; unless this Article IV otherwise prohibits the payment or distribution at least $5 million in aggregate principal amount the time of Senior Notes outstanding, all payments with respect to such payment or distribution. Upon any of the Senior Notes may be made payment by the Paying Agent upon receipt from Company, or distribution of assets of the Company of immediately available funds 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, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, before any payment is made on account of the Principal Amount due at the Final Maturity Date, Purchase Price, Redemption Price, or Change in Control Purchase Price, as applicable, on the Debentures (except payments made pursuant to Article XIII from monies deposited with the Trustee pursuant thereto prior to 10:00 a.m.commencement of proceedings for such dissolution, New York City timewinding up, liquidation or reorganization) 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 the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures or the Trustee would be entitled, except for the provision of this Article IV, 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 of the Debentures or by the Trustee under this Indenture if received by them or it, directly to the Holder holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness 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 Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Note (whether by federal fundsIndebtedness, wire transfer after giving effect to any concurrent payment or otherwise); provideddistribution to or for the holders of Senior Indebtedness, however, that no such federal funds, wire transfer before any payment or other such direct payment shall be distribution or provision therefor is made to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions the holders of the Debentures or to the Trustee prior Trustee. For purposes of this Article IV, the words "cash, property or securities" shall not be deemed to the relevant record date for such payment requesting that such payment will be so made and designating the bank account to which such payments shall be so made and, in the case include shares of payments of principal, surrenders the Senior Note to the Trustee in exchange for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount stock of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment date. The Company will indemnify and hold the Trustee harmless against any lossas reorganized or readjusted, liability or expense (including attorneys' fees and expenses) resulting from any act or omission to act on the part securities of the Company or any other 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 IV with respect to the Debentures to the payment of all Senior Indebtedness which may at the time be outstanding provided that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new corporation, as the case may be) are not, without the consent of such Holder holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in connection with any Article XII shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section 4.2 if such agreement or which the Paying Agent may incur other corporation shall, as a result part of making such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XII. In the event of the acceleration of the Debentures because of an Event of Default, no payment or distribution shall be made to the Trustee or any holder of Debentures in respect of the Debentures (including, but not limited to, the Redemption Price, Purchase Price or Change in Control Purchase Price ), except payments and distributions made by the Trustee as permitted by Section 4.6, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Debentures is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration. In the event that, notwithstanding the foregoing provisions, any such agreement. All payments made on a Redemption Date are subject to Section 2.8 and Article 3 hereof. No later than fifteen payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (15) days prior including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the Maturity Dateholders of such Senior Indebtedness, 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 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 Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 4.2 shall apply to claims of, or payments to, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar under or pursuant to Section 2.3 hereof8.6. This Section 4.2 shall be subject to the further provisions of Section 4.6, that and the Company expects that the final installment right to rescind and annul acceleration of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such any notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with given pursuant to Section 2.8, such Senior Notes shall cease to be outstanding7.1.

Payments to Holders. Notwithstanding No payment shall be made with respect to the principal of or any provisions of this Indenture premium or Interest on the Securities (including, but not limited to, the Redemption Price and the Senior Notes Fundamental Change Repurchase Price with respect to the contrarySecurities subject to redemption or purchase in accordance with Articles 7 and 8, respectively, and any payment of cash upon conversion in accordance with Article 9), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 5.05, if: (a) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown default in the registrar 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 Notes maintained by Debt for which there is a period of grace, in the Registrar pursuant to Section 2.3 hereofevent 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 (b) At 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 request Trustee receives at the Corporate Trust Office a written notice of the default (a “Payment Blockage Notice”) from the Company or a Representative of Designated Senior Debt. Notwithstanding the foregoing, following the delivery of a Holder Payment Blockage Notice, no new Payment Blockage Notice may be delivered and no new period of at least $5 million in aggregate principal amount of Senior Notes outstanding, all payments payment blockage with respect to any the Securities may begin until both (i) 365 consecutive days have elapsed since the effectiveness of the first Payment Blockage Notice and (ii) all scheduled payments of principal, any premium and Interest with respect to the Securities that are due have been paid in full in cash. No default that existed or was continuing on the date of delivery of any Payment Blockage Notice with respect to the Designated Senior Notes Debt whose holders delivered the Payment Blockage Notice may be made the basis of a subsequent Payment Blockage Notice by the Paying Agent holders of such Designated Senior Debt, whether or not within a period of 365 consecutive days. The Company may and shall resume payments on and distributions in respect of the Securities upon: (1) in the case of a Payment Default, the date upon receipt from which the default is cured or waived or ceases to exist, or (2) in the case of a Non-Payment Default, the earlier of the date on which such default is cured or waived or ceases to exist, in each case as and to the extent permitted under the documentation for the Designated Senior Debt, or the 179th day after the date on which the applicable Payment Blockage Notice is received, in each case, unless the maturity of the Designated Senior Debt has been accelerated or this Article 5 otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of immediately available funds 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, receivership or similar proceedings, 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 is made on account of the principal of or Interest on, or with respect to the conversion of, the Securities (except, to the extent required by applicable law, payments made pursuant to Article 14 from monies deposited with the Trustee pursuant thereto prior to 10:00 a.m.commencement of proceedings for such dissolution, New York City timewinding-up, liquidation or reorganization); 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 the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article 5, 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 of the Securities or by the Trustee under this Indenture if received by them or it, directly to the Holder 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 Securities or to the Trustee. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance, transfer or lease of all or substantially all its property to another corporation upon the terms and conditions provided for in Article 11 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 5.02 if such other corporation shall, as a part of such consolidation, merger, conveyance, transfer or lease, comply with the conditions stated in Article 11. 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 or the Holders of the Securities 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 Note (whether by federal funds, wire transfer or otherwise); provided, however, that no such federal funds, wire transfer or other such direct payment shall be made to any Holder under Debt. Nothing in this Section 2.14(b) unless such Holder has delivered written instructions 5.02 shall apply to the Trustee prior to the relevant record date for such payment requesting that such payment will be so made and designating the bank account to which such claims of, or payments shall be so made and, in the case of payments of principal, surrenders the Senior Note to the Trustee in exchange for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment date. The Company will indemnify and hold the Trustee harmless against any loss, liability or expense (including attorneys' fees and expenses) resulting from any act or omission to act on the part of the Company or any such Holder in connection with any such agreement or which the Paying Agent may incur as a result of making any payment in accordance with any such agreement. All payments made on a Redemption Date are subject to Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior to the Maturity Dateto, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar under or pursuant to Sections 10.06 and 12.07. This Section 2.3 hereof, that 5.02 shall be subject to the Company expects that the final installment further provisions of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding5.05.

Payments to Holders. Notwithstanding any provisions of this Indenture and the Senior Notes (A) Save to the contraryextent otherwise permitted to be paid in cash by the terms applicable to the Designated Senior Debt, the Company shall not make any payment or distribution in cash to the Trustee or any Holder in respect of the Company’s obligations under the Notes or repurchase, redeem or otherwise acquire the Notes if: (ai) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown default in the registrar payment of the any Designated Senior Notes maintained by the Registrar pursuant to Section 2.3 hereofDebt occurs and is continuing beyond any applicable period of grace; or (bii) At any other default (a “Nonpayment Default”) under the request terms of any Designated Senior Debt occurs and is continuing that permits or would (with the giving of notice or lapse of time or both) permit any holder, or agent or representative for the holders, of such Designated Senior Debt to accelerate its maturity and the Trustee receives a Holder notice of such default (a “Payment Blockage Notice”) from the Company, any such holder, agent or representative or any other Person permitted to give such notice under this Indenture. If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section 11.02 unless at least $5 million in aggregate principal amount of Senior Notes outstanding, all payments with respect to any 365 days shall have elapsed since the Trustee’s receipt of the Senior Notes may be made immediately prior Payment Blockage Notice. No Nonpayment Default that existed or was continuing on the date of receipt of any Payment Blockage Notice by the Paying Agent upon receipt from Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. (B) The Company of immediately available funds prior to 10:00 a.m., New York City time, directly to the Holder of such Senior Note (whether by federal funds, wire transfer may resume payments or otherwise); provided, however, that no such federal funds, wire transfer or other such direct payment shall be made to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions distributions in cash to the Trustee prior to or any Holder in respect of the relevant record date for such payment requesting that such payment will be so made and designating Company’s obligations under the bank account to which such payments shall be so made andNotes or repurchase, redeem or otherwise acquire the Notes if: (i) in the case of payments a default referred to in clause (A)(i) above, upon the date on which such default is cured or waived or ceases to exist; and (ii) in the case of principala Nonpayment Default of Designated Senior Debt, surrenders the earliest of (1) the date on which such Nonpayment Default is cured, waived or ceases to exist, (2) 179 days after the date on which the Payment Blockage Notice is received by the Trustee unless the maturity of any Designated Senior Note Debt has been accelerated, and (3) the date on which all obligations in respect of such Designated Senior Debt have been paid in full in cash or other payment satisfactory to the Trustee in exchange for a holders of such Designated Senior Note Debt. (C) Upon any dissolution, winding-up, liquidation or Senior Notes aggregating the same principal amount as the unredeemed principal amount of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment date. The Company will indemnify and hold the Trustee harmless against any loss, liability or expense (including attorneys' fees and expenses) resulting from any act or omission to act on the part reorganization of the Company (whether voluntary or involuntary) or bankruptcy, insolvency or similar proceedings, the Company shall pay the holders of Designated Senior Debt in full in cash or other payment satisfactory to the holders of the Designated Senior Debt all amounts due and owing thereunder before the Company pays the Holders any such Holder amounts owed to them in respect of the Notes. (D) If the Notes are accelerated because of an Event of Default or subject to repurchase by the Company at the option of the Holders following a Fundamental Change, the Company shall pay the holders of the Designated Senior Debt in full in cash or other payment satisfactory to the holders of the Designated Senior Debt all amounts due and owing thereunder before the Company pays the Holders in connection with such acceleration or Fundamental Change. (E) In the event that either the Trustee or any such agreement or which Holder of the Paying Agent may incur as a result of making Notes receives any payment in accordance of any obligations with any such agreement. All payments made on a Redemption Date are subject to Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior respect to the Maturity DateNotes when (i) the payment is prohibited by this Article 11 and (ii) the Trustee or the Holder has actual knowledge that the payment is prohibited, the Trustee shall notify or the Holder, at as the address shown case may be, shall hold the payment in trust for the registrar benefit of the holders of the Designated Senior Notes maintained by Debt. Upon the Registrar pursuant proper written request of the holders of Designated Senior Debt or their agent or representative, the Trustee or the Holder, as the case may be, shall deliver the amounts held in trust to Section 2.3 hereof, that the Company expects that the final installment holders of principal of and interest on the Designated Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstandingDebt or their proper agent or representative.

Payments to Holders. Notwithstanding any provisions No payment shall be made with respect to the principal of this Indenture or Interest on the Securities (including, but not limited to, the Redemption Price and the Senior Notes Fundamental Change Repurchase Price with respect to the contrarySecurities subject to redemption or purchase in accordance with Article 7 and 8, respectively, and any payment of cash upon conversion in accordance with Article 9), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 5.05, if: (a) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown default in the registrar payment of principal, premium, interest or other amounts due on any Designated Senior Debt, or in respect of any redemption or repurchase obligation under any Designated Senior Debt, occurs and is continuing (or, in the case of Designated Senior Notes maintained by Debt for which there is a period of grace, in the Registrar pursuant to Section 2.3 hereofevent of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Designated Senior Debt) (a “Payment Default”); or (b) At 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 request Trustee receives at the Corporate Trust Office a written notice of the default (a “Payment Blockage Notice”) from the Company or a Representative of Designated Senior Debt. Notwithstanding the foregoing, following the delivery of a Holder Payment Blockage Notice, no new Payment Blockage Notice may be delivered and no new period of at least $5 million in aggregate principal amount of Senior Notes outstanding, all payments payment blockage with respect to any the Securities may begin until both (i) 365 consecutive days have elapsed since the effectiveness of the first Payment Blockage Notice and (ii) all scheduled payments of principal and Interest with respect to the Securities that are due have been paid in full in cash. No default that existed or was continuing on the date of delivery of any Payment Blockage Notice with respect to the Designated Senior Notes Debt whose holders delivered the Payment Blockage Notice may be made the basis of a subsequent Payment Blockage Notice by the Paying Agent holders of such Designated Senior Debt, whether or not within a period of 365 consecutive days. The Company may and shall resume payments on and distributions in respect of the Securities upon: (1) in the case of a Payment Default, the date upon receipt from which the default is cured or waived or ceases to exist, or (2) in the case of a Non-Payment Default, the earlier of the date on which such default is cured or waived or ceases to exist, in each case as and to the extent permitted under the documentation for the Designated Senior Debt, or the 179th day after the date on which the applicable Payment Blockage Notice is received, in each case, unless the maturity of the Designated Senior Debt has been accelerated or this Article 5 otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of immediately available funds 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, receivership or similar proceedings, 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 is made on account of the principal of or Interest on, or with respect to the conversion of, the Securities (except, to the extent required by applicable law, payments made pursuant to Article 14 from monies deposited with the Trustee pursuant thereto prior to 10:00 a.m.commencement of proceedings for such dissolution, New York City timewinding-up, liquidation or reorganization); 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 the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article 5, 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 of the Securities or by the Trustee under this Indenture if received by them or it, directly to the Holder holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Note (whether Debt held by federal fundssuch holders, wire transfer or otherwise); providedas otherwise required by law or a court order) or their representative or representatives, howeveror to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt may have been issued, that no such federal fundsas their respective interests may appear, wire transfer to the extent necessary to pay all Senior Debt in full in cash, or other such direct payment shall be 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 any Holder under this Section 2.14(b) unless such Holder has delivered written instructions the Holders of the Securities or to the Trustee prior Trustee. For purposes of this Article 5, the words, “cash, property or securities” shall not be deemed to the relevant record date for such payment requesting that such payment will be so made and designating the bank account to which such payments shall be so made and, in the case include shares of payments of principal, surrenders the Senior Note to the Trustee in exchange for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount Capital Stock of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment date. The Company will indemnify and hold the Trustee harmless against any lossas reorganized or readjusted, liability or expense (including attorneys' fees and expenses) resulting from any act or omission to act on the part securities of the Company or any other 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 5 with respect to the 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 corporation, 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 corporation, as the case may be) are not, without the consent of such Holder holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance, transfer or lease of all or substantially all its property to another corporation upon the terms and conditions provided for in connection Article 11 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 5.02 if such other corporation shall, as a part of such consolidation, merger, conveyance, transfer or lease, comply with any the conditions stated in Article 11. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Debt or their Representatives of such agreement acceleration. The Company shall not pay the Securities until five days after the holders or Representatives for the holders of Senior Debt receive notice of the acceleration and after which the Paying Agent may incur as a result of making Company shall pay the Securities only if this Article 5 otherwise permits payment at that time. 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 or the Holders of the Securities 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 any such agreement. All payments made on a Redemption Date are subject to Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior its terms in cash or other payment satisfactory to the Maturity Dateholders 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 5.02 shall apply to claims of, or payments to, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar under or pursuant to Section 2.3 hereof, that 10.05 and Section 12.07. This Section 5.02 shall be subject to the Company expects that the final installment further provisions of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding5.05.

Payments to Holders. Notwithstanding any provisions of this Indenture and the Senior Notes to the contrary: (a) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereof; or (b) At the request of a Holder of at least $5 million in aggregate principal amount of Senior Notes outstanding, all payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds prior to 10:00 a.m., New York City time, directly to the Holder of such Senior Note (whether by federal funds, wire transfer or otherwise); provided, however, that no such federal funds, wire transfer or other such direct No payment shall be made to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions with respect to the Trustee prior principal of, or premium, if any, or interest on the Securities by the Company (including, but not limited to, the Redemption Price with respect to the relevant record date Securities to be called for such redemption in accordance with Article Eleven or the Repurchase Price with respect to Securities submitted for repurchase in accordance with Article Fourteen, as the case may be, as provided in this Indenture and Additional Amounts, if any, and Liquidated Damages, if any), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 13.5, if: (i) a default in the payment requesting that such payment will be so made of principal, premium, interest, rent or other obligations due on any Senior Indebtedness of the Company has occurred and designating the bank account to which such payments shall be so made andis continuing (or, in the case of payments Senior Indebtedness of the Company 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 Indebtedness of the Company), unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) a default (other than a payment default but including any default in the payment of principal, surrenders premium, interest, rent or other obligations on Designated Senior Indebtedness that would be a payment default but for the period of grace specified in such instrument or lease) on Designated Senior Note Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of the default (a "Payment Blockage Notice") from a Representative of Designated Senior Indebtedness or a holder of Designated Senior Indebtedness or the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee in exchange (unless such default was waived, cured or otherwise -100- 109 ceased to exist and thereafter subsequently reoccurred) shall be, or be made, the basis for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment datesubsequent Payment Blockage Notice. The Company will indemnify may and hold shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) in the case of a payment default, the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (ii) above, the earlier of the date on which such default is cured or waived or ceases to exist or 179 days after the date on which the applicable Payment Blockage Notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article Thirteen otherwise prohibits the payment or distribution at the time of such payment or distribution (including without limitation, in the case of default referred to in clause (ii) above, as a result of a payment default with respect to the applicable Senior Indebtedness as a consequence of the acceleration of the maturity thereof or otherwise). Upon any payment by the Company, 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, moratorium of payments, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness of the Company shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness of the Company, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness of the Company before any payment is made on account of the principal of, premium, if any, or interest (including Additional Amounts, if any, or Liquidated Damages, if any) on the Securities by the Company (except payments by the Company made pursuant to Article Four from monies deposited with the Trustee harmless against pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any losssuch dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, liability insolvency, receivership or expense other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee would be entitled, except for the provision of this Article Thirteen, shall (including attorneys' fees and expensesexcept as aforesaid) resulting from be paid by the Company or by any act receiver, trustee in bankruptcy, moratorium of payments, liquidating trustee, agent or omission 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 act the holders of Senior Indebtedness of the Company (pro rata to such holders on the part basis of the respective amounts of Senior Indebtedness of the Company 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 Indebtedness of the Company may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness of the -101- 110 Company in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness of the Company, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness of the Company, before any payment or distribution is made to the Holders or to the Trustee. For purposes of this Article Thirteen, 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 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 Thirteen with respect to the Securities to the payment of all Senior Indebtedness of the Company which may at the time be outstanding; provided that (i) the Senior Indebtedness of the Company is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness of the Company (other than leases which are not assumed by the Company or the new corporation, as the case may be) are not, without the consent of such Holder holders, altered by such reorganization or readjustment. The merger of the Company into another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in connection with any Article Seven shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 13.2 if such agreement or which the Paying Agent may incur other corporation shall, as a result part of making such merger, conveyance or transfer, comply with the conditions stated in Article Seven. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any payment Holder of Securities in respect of the principal of, premium, if any, or interest on the Securities by the Company (including, but not limited to, the Redemption Price with respect to the Securities called for redemption in accordance with any such agreement. All Article Eleven or the Repurchase Price with respect to Securities submitted for repurchase in accordance with Article Fourteen, as the case may be, as provided in this Indenture and Additional Amounts, if any, and Liquidated Damages, if any), except payments and distributions made on a Redemption Date are subject to by the Trustee as permitted by the first or second paragraph of Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior 13.5, until all Senior Indebtedness of the Company has been paid in full in cash or other payment satisfactory to the Maturity Dateholders of Senior Indebtedness of the Company or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the Company of the 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 foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness of the Company is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness of the Company, 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 Indebtedness of the Company, 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 Indebtedness of the Company or their Representative or Representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness of the Company may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company remaining unpaid to the extent necessary to pay all Senior Indebtedness of the Company in full in cash or other payment satisfactory to the holders of such Senior Indebtedness of the Company, after giving effect to any concurrent payment or distribution, or provision therefor, to or for the holders of such Senior Indebtedness of the Company. Nothing in this Article Thirteen shall apply to claims of, or payments to, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar under or pursuant to Section 2.3 hereof, that 6.7. This Section 13.2 shall be subject to the Company expects that the final installment further provisions of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding13.5.

Payments to Holders. Notwithstanding any provisions of this Indenture and the Senior Notes No payment or distribution shall be made with respect to the contraryprincipal of, interest on or any Redemption Price for the Notes, except for payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 5.05, if: (a) Except (i) a default in the payment of principal, premium, interest or other obligations constituting Senior Indebtedness occurs and is continuing (or, in the case of Senior Indebtedness for any payments which there is a period of grace, such a default occurs and continues beyond the period of grace specified in the instrument or lease evidencing such Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to be made on exist, and (ii) the Trustee receives a Redemption Date notice of such default from a Representative or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereofCompany; or (b) At (i) a default under any Designated Senior Indebtedness (other than a default described in clause (a) above) occurs and is continuing, if the request effect of such default is to permit holders of such Designated Senior Indebtedness to accelerate its maturity, and (ii) the Trustee receives a notice of such default from a Representative or the Company (a “Payment Blockage Notice”). Upon the Trustee’s receipt of a Holder Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least $5 million in aggregate principal amount of Senior Notes outstanding, all payments with respect to any 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice and (B) all scheduled payments of principal of, interest on and any Redemption Price for the Notes that have come due have been paid in full in cash. No default described in clause (b) above that existed or was continuing on the date of delivery of any Payment Blockage Notice shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Notes upon the earlier of: (1) the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default described in clause (b) above, the 180th day after receipt of the corresponding Payment Blockage Notice, unless the maturity of such Designated Senior Notes may be made Indebtedness has been accelerated or this Article otherwise prohibits such payment or distribution at the time thereof. Upon any payment by the Paying Agent upon receipt from Company, or distribution of assets of the Company of immediately available funds any kind or character, whether in cash, property or Notes, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, before any payment is made on account of the principal of or interest on the Notes (except payments made pursuant to Article V of the Base Indenture from monies deposited with the Trustee pursuant thereto prior to 10:00 a.m.commencement of proceedings for such dissolution, New York City timewinding-up, liquidation or reorganization); 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 the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or Notes, to which the Holders or the Trustee would be entitled, except for the provision of this Article, 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 the Indenture if received by them or it, directly to the Holder holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or to their Representative, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Note (whether by federal fundsIndebtedness, wire transfer after giving effect to any concurrent payment or otherwise); provideddistribution to or for the holders of Senior Indebtedness, however, that no such federal funds, wire transfer before any payment or other such direct payment shall distribution or provision therefor is made to the Holders or to the Trustee. Whenever a distribution is to be made to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions or a notice given to the Trustee prior to holders of Senior Indebtedness, the relevant record date for such payment requesting that such payment will distribution may be so made and designating the bank account notice given to which such payments their Representative. For purposes of this Article, the words, “cash, property or Notes” shall not be so made and, in the case deemed to include shares of payments of principal, surrenders the Senior Note to the Trustee in exchange for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount stock of the Senior Company as reorganized or readjusted, or Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment date. The Company will indemnify and hold the Trustee harmless against any loss, liability or expense (including attorneys' fees and expenses) resulting from any act or omission to act on the part of the Company or any other Person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article with respect to the Notes to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new Person, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new Person, 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 conveyance or transfer of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Article VIII of the Base Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section if such other Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article VIII of the Base Indenture. 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 in connection with any such agreement or which the Paying Agent may incur as a result of making any payment in accordance with any such agreement. All payments made on a Redemption Date are subject to Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior to the Maturity Date, the Trustee shall notify the Holder, at the address shown in the registrar respect of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereof, that the Company expects that the final installment of principal of and or interest on the Senior Notes will be paid on (including, but not limited to, the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify Redemption Price with respect to the place where such Senior Notes may be presented and surrendered called for payment of such installment. Additionally, redemption in accordance with Section 2.83.02(g)), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 5.05, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of the Indenture. If payment of the Notes is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration at the address set forth in the notice from the Representative to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expired. 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 Notes (including by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, 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 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 Notes Indebtedness or their Representative, as their respective interests may appear, as calculated by the Company and directed by the Company pursuant to a Company Order, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Article shall cease apply to claims of, or payments to, the Trustee under or pursuant to Section 607 of the Base Indenture. This Section shall be outstandingsubject to the further provisions of Section 5.05. For the avoidance of doubt, such payments are not subordinated to the Company’s Senior Indebtedness.

Payments to Holders. Notwithstanding No payment shall be made with respect to the principal of, or premium, if any, and interest (including contingent interest, if any) on the Securities (including, but not limited to, the Change in Control Purchase Price with respect to the Securities subject to purchase in accordance with Article 3 as provided in this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 5.05, if: (i) a default in the payment of principal, premium, interest, rent or other obligations due on any Designated Senior Indebtedness occurs and is continuing (or, in the case of Designated Senior 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 Designated Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than a payment default, on any Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of the default (a "PAYMENT BLOCKAGE NOTICE") from a Representative or holder of Designated Senior Indebtedness or the Company. Subject to the provisions of Section 5.5, if the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Indenture Section unless and until at least 365 consecutive days shall have elapsed since the Senior Notes effectiveness of the immediately prior Payment Blockage Notice and all scheduled payments on the Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the contraryTrustee (unless such default was waived, cured or otherwise ceased to exist and thereafter subsequently reoccurred) shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities: (a) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown in the registrar case of a default referred to in clause (i) above, upon the Senior Notes maintained by date upon which the Registrar pursuant default is cured or waived or ceases to Section 2.3 hereof; exist, or (b) At in the request case of a Holder default referred to in clause (ii) above, upon the earlier of (1) the date on which such default is cured or waived or ceases to exist or (2) 179 days after the date on which the applicable Payment Blockage Notice is received, if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article 5 otherwise prohibits the payment or distribution at least $5 million in aggregate principal amount the time of Senior Notes outstanding, all payments with respect to such payment or distribution. Upon any of the Senior Notes may be made payment by the Paying Agent upon receipt from Company, or distribution of assets of the Company of immediately available funds 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, receivership or similar proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash, or other payments satisfactory to the holders of Senior Indebtedness before any payment is made on account of the principal of, premium, if any, or interest (including contingent interest, if any) on the Securities (except payments made pursuant to Article 10 from monies deposited with the Trustee pursuant thereto prior to 10:00 a.m.commencement of proceedings for such dissolution, New York City timewinding-up, liquidation or reorganization); 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 the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article 5, 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 of the Securities or by the Trustee under this Indenture if received by them or it, directly to the Holder holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Note (whether Indebtedness held by federal fundssuch holders, wire transfer or otherwise); providedas otherwise required by law or a court order) or their representative or representatives, howeveror to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, that no such federal fundsas their respective interests may appear, wire transfer to the extent necessary to pay all Senior Indebtedness in full in cash, or other such direct payment shall be satisfactory to the holders of Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution is made to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions the Holders of the Securities or to the Trustee prior Trustee. For purposes of this Article 5, the words, "cash, property or securities" shall not be deemed to the relevant record date for such payment requesting that such payment will be so made and designating the bank account to which such payments shall be so made and, in the case include shares of payments of principal, surrenders the Senior Note to the Trustee in exchange for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount stock of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment date. The Company will indemnify and hold the Trustee harmless against any lossas reorganized or readjusted, liability or expense (including attorneys' fees and expenses) resulting from any act or omission to act on the part securities of the Company or any other 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 5 with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new corporation, as the case may be) are not, without the consent of such Holder holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in connection with any Article 7 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 5.02 if such agreement or which the Paying Agent may incur other corporation shall, as a result part of making such consolidation, merger, conveyance, transfer or lease, comply with the conditions stated in Article 7. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any payment Holder of Securities in respect of the principal of, premium, if any, or interest (including contingent interest, if any) on the Securities by the Company (including, but not limited to, the Change in Control Purchase Price with respect to the Securities subject to purchase in accordance with any such agreement. All payments made on a Redemption Date are subject to Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior as provided in this Indenture), except payments and distributions made by the Trustee as permitted by Section 5.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the Maturity Dateholders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness 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 foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full, in cash or other payment satisfactory to the holders of Senior 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 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 Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 5.02 shall apply to claims of, or payments to, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar under or pursuant to Section 2.3 hereof, that 9.07. This Section 5.02 shall be subject to the Company expects that the final installment further provisions of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding5.5.

Payments to Holders. Notwithstanding any provisions of this Indenture and the Senior Notes No payment shall be made with respect to the contraryprincipal of, or premium, if any, or interest on this Security, if: (a1) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown default in the registrar payment of the principal, premium, if any, or interest or other payment due on Senior Notes maintained by the Registrar pursuant to Section 2.3 hereofIndebtedness occurs and is continuing beyond any applicable period of grace (a "PAYMENT DEFAULT"); or (b2) At the request of a Holder of at least $5 million in aggregate principal amount of Senior Notes outstandingdefault, all payments other than a Payment Default, occurs and is continuing with respect to any Designated Senior Indebtedness that then permits holders of the Designated Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds prior to 10:00 a.m., New York City time, directly to the Holder of such Senior Note (whether by federal funds, wire transfer or otherwise); provided, however, that no such federal funds, wire transfer or other such direct payment shall be made to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions to the Trustee prior to the relevant record date for such payment requesting that such payment will be so made and designating the bank account Indebtedness as to which such default relates to accelerate its maturity and the holder of this Security and the Company receive a written notice of such default (a "PAYMENT BLOCKAGE NOTICE") from a representative of Designated Senior Indebtedness or a holder of Designated Senior Indebtedness (a "NON-PAYMENT DEFAULT") and each such period during which payments in respect of this Security are so prohibited is referred to as a "PAYMENT BLOCKAGE PERIOD." The Company may and shall be so made andresume payments on this Security in the case of a Payment Default, on the date upon which such default is cured or waived or ceases to exist. The Company may and shall resume payments on this Security, and the applicable Payment Blockage Period shall terminate, in the case of payments a Non-Payment Default, on the earliest to occur of principal, surrenders the following dates: (w) the date upon which such Non-Payment Default is cured or waived or otherwise ceases to exist; (x) 179 days after the date of receipt by the holder of this Security of such Payment Blockage Notice (provided the Senior Note Indebtedness shall not theretofore have been accelerated and provided further, that upon the rescission (if any) of such acceleration, payments in respect of this Security shall resume as and to the Trustee extent set forth below); (y) the date on which the Senior Indebtedness shall have been discharged or paid in exchange for full; or (z) the date on which such Payment Blockage Period shall have been terminated by written notice to the Company or the holder of this Security from the holder of Senior Indebtedness who delivered the Payment Blockage Notice or its representative, and after which, in the case of clauses (w) through (z), the Company shall resume making any and all required payments in respect of this Security, including any payments not made during the Payment Blockage Period. At any time (i) after the occurrence of a Payment Default and until the conditions described in the first sentence of the previous paragraph are satisfied, or (ii) after the receipt of a Payment Blockage Notice by the holder of this Security and the Company and until the termination of the Payment Blockage Period, the holder of this Security shall have no right to accelerate the maturity of the amounts due under this Security or otherwise demand payment thereof, enforce any claim with respect to the amounts due under this Security, institute or attempt to institute any bankruptcy or insolvency proceedings against the Company or the Company's property without the prior written consent of each holder of Senior Note or Senior Notes aggregating Indebtedness, until the same principal amount as the unredeemed principal amount first to occur of (a) acceleration of the Senior Notes surrenderedIndebtedness; (b) commencement of judicial enforcement of any rights or remedies under the documents evidencing the Senior Indebtedness of applicable law with respect to the Senior Indebtedness or the documents evidencing the Senior Indebtedness, or commencement of a proceeding of the nature described in SECTIONS 3(A)(4) or 3(A)(5) above (each, an "INSOLVENCY PROCEEDING"), except to the extent (but only to such extent) that the commencement of a legal action may be required to toll the running of any applicable statute of limitation. The Trustee No new period of payment blockage may be commenced pursuant to a Payment Blockage Notice unless at least 365 days shall be entitled to rely have elapsed since the Company's receipt of the immediately prior Payment Blockage Notice. No default (whether or not such event of default is on the last instruction delivered by same issue of Designated Senior Indebtedness) that existed or was continuing on the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior date of delivery of any Payment Blockage Notice to the relevant record date holder of this Security shall be, or be made, the basis for a subsequent Payment Blockage Notice. If payment dateof this Security is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration. The Company will indemnify and hold Notwithstanding the Trustee harmless against foregoing, in the event that the holder of this Security receives any loss, liability payment or expense (including attorneys' fees and expenses) resulting from any act or omission to act on the part distribution of assets of the Company of any kind in contravention of any term of this SECTION 5, whether in cash, property or securities, including, without limitation, by way of setoff or otherwise, before all Senior Indebtedness is paid in full, in cash or such other form of payment as may be acceptable to the holders of Senior Indebtedness, then such payment or distribution shall be held by the recipient or recipients in trust for the benefit of, and shall promptly be paid over or delivered to, the holders of Senior Indebtedness or their respective representative or representatives, or to the trustee or trustees under any such Holder in connection with indenture pursuant to which any such agreement or which instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Paying Agent may incur as a result Company, for application to the payment of making any all Senior Indebtedness remaining unpaid to the extent necessary to make payment in accordance with any full, in cash or such agreement. All payments made on a Redemption Date are subject to Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior other form of payment as may be acceptable to the Maturity Dateholders of Senior Indebtedness, of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution, or provision therefor, to or for the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereof, that the Company expects that the final installment of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender holders of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstandingIndebtedness.

Payments to Holders. Notwithstanding any provisions of this Indenture and the Senior Notes No payment shall be made with respect to the contrarypayment of Principal Amount, Redemption Price, interest and any other amounts payable, if any, on the Securities, except payments and distributions made by the Trustee as permitted by Section 10.05, if: (a) Except for a default in any payments to be made on a Redemption Date or the Maturity Datepayment obligations in respect of Senior Indebtedness occurs and is continuing, payments with respect without regard to any applicable period of the Senior Notes may be made grace (whether at maturity or at a date fixed for payment or by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereofdeclaration or otherwise); or (b) At the request of a Holder of at least $5 million in aggregate principal amount of Senior Notes outstanding, all payments any other default occurs and is continuing with respect to any of Senior Indebtedness that permits the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds prior to 10:00 a.m., New York City time, directly to the Holder holders of such Senior Note Indebtedness as to which such default relates to accelerate its maturity and the Trustee receives a notice of the default (whether by federal fundsa "Payment Blockage Notice") from a holder of Senior Indebtedness. If the Trustee receives any Payment Blockage Notice pursuant to clause (b) above, wire transfer or otherwise); provided, however, that no such federal funds, wire transfer or other such direct payment subsequent Payment Blockage Notice shall be made to any Holder under effective for purposes of this Section 2.14(b) unless such Holder has delivered written instructions and until at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee prior to the relevant record date for such payment requesting that such payment will be so made and designating the bank account to which such payments shall be so made and, in the case of payments of principal, surrenders the Senior Note to the Trustee in exchange basis for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(bsubsequent Payment Blockage Notice (it being acknowledged that (i) unless a new instruction is delivered prior to the relevant record date for a payment date. The Company will indemnify and hold the Trustee harmless against any loss, liability or expense (including attorneys' fees and expenses) resulting from any act or omission to act on the part action of the Company or any of its Subsidiaries occurring subsequent to delivery of a Payment Blockage Notice that would give rise to any event of default pursuant to any provision of Senior Indebtedness under which an event of default previously existed (or was continuing at the time of delivery of such Holder Payment Blockage Notice) shall constitute a new event of default for this purpose, and (ii) any breach of a financial covenant giving rise to a nonpayment default for a period ending subsequent to the date of delivery of the respective Payment Blockage Notice shall constitute a new event of default for this purpose). The Company may and shall resume payments on and distributions in connection with any such agreement or respect of the Securities: (i) in case of a default referred to in clause (a) above, the earlier of the date upon which the Paying Agent may incur as a result of making any payment default is cured or waived in accordance with the terms of the governing instrument or ceases to exist, or (ii) in the case of a default referred to in clause (b) above, the earlier of the date upon which the default is cured, waived in accordance with the terms of the governing instrument or ceases to exist or 179 days pass after the applicable Payment Blockage Notice is received if the maturity of such Senior Indebtedness has not been accelerated, unless this Article 10 otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company 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 or bankruptcy of the Company, whether voluntary or involuntary, or insolvency, receivership or similar proceedings relating to the Company or its property, or an assignment for the benefit of creditors or any marshaling of the Company's assets or liabilities, all amounts due or to become due upon all Senior Indebtedness of the Company shall first be paid in full in Cash or other payment satisfactory to the holders of such agreement. All Senior Indebtedness before any payment is made on account of the Principal Amount, Redemption Price, interest or any other amounts payable, if any, in respect of the Securities (except payments made on a Redemption Date are subject pursuant to Section 2.8 and Article 3 hereof. No later than fifteen (15) days 8 hereof from monies deposited with the Trustee pursuant thereto prior to the happening of such dissolution or winding-up or liquidation or reorganization or bankruptcy of the Company, whether voluntary or involuntary or insolvency, receivership or similar proceedings relating to the Company or its property, or an assignment of the benefit of creditors or any marshaling of the Company's assets or liabilities), and upon any such dissolution or winding-up or liquidation or reorganization or bankruptcy of the Company, whether voluntary or involuntary or insolvency, receivership or similar proceedings relating to the Company or its property, or an assignment of the benefit of creditors or any marshaling of the Company's assets or liabilities, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in Cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provisions of this Article 10, 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 of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company as their interests may appear or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any such Senior Indebtedness may have been issued, as their respective interests may appear to the extent necessary to pay all such Senior Indebtedness in full in Cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the Holders of the Securities or to the Trustee. In the event that any Securities are declared due and payable before their Stated Maturity Datepursuant to Section 6.02 hereof, then and in such event the Company shall promptly notify holders of its Senior Indebtedness of such acceleration. The Company may not pay the Securities until five days have passed after such acceleration occurs and may thereafter pay the Securities only to the extent that this Article 10 permits the payment at that time. 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 provisions in this Section 10.02, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness of the Company is paid in full in Cash or other payment satisfactory to the holders of such Senior 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 Indebtedness of the Company or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all such Senior Indebtedness remaining unpaid to the extent necessary to pay all such Senior Indebtedness in full in Cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. For purposes of this Article 10, 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 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 10 with respect to the Securities to the payment of all Senior Indebtedness of the Company which may at the time be outstanding; provided, (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of such Senior Indebtedness (other than leases that are not assumed by the Company or the new corporation, 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 corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article 5 hereof shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 10.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 5 hereof. Nothing in this Section 10.02 shall apply to claims of, or payments to, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar under or pursuant to Section 2.3 7.07 hereof, that . This Section 10.02 shall be subject to the Company expects that the final installment further provisions of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding10.05 hereof.

Payments to Holders. Notwithstanding any provisions No payment shall be made with respect to the principal of this Indenture or Interest on the Securities (including, but not limited to, the Redemption Price, the Fundamental Change Repurchase Price and the Senior Notes Repurchase Price with respect to the contrarySecurities subject to redemption or repurchase in accordance with Articles 8, 9 or 10, as the case may be, and any payment of cash upon conversion in accordance with Article 11), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 5.05, if: (a) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown default in the registrar 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 Notes maintained by Debt for which there is a period of grace, in the Registrar pursuant to Section 2.3 hereofevent 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 (b) At 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 request 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 Holder Payment Blockage Notice to a Responsible Officer of at least $5 million in aggregate principal amount the Trustee, no new Payment Blockage Notice may be delivered and no new period of Senior Notes outstanding, all payments payment blockage with respect to any the Securities may begin until both (i) 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 Securities 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 Notes Debt whose holders delivered the Payment Blockage Notice may be made the basis of a subsequent Payment Blockage Notice by the Paying Agent holders of such Senior Debt, whether or not within a period of 365 consecutive days. The Company may and shall resume payments on and distributions in respect of the Securities upon: (1) in the case of a Payment Default, the date upon receipt from which the default is cured or waived or ceases to exist, or (2) 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; provided, that if the maturity of such Senior Debt has been accelerated, no payment or distribution may be made on the Securities until such default is cured or waived or such Senior Debt is discharged or paid in full. Upon any payment by the Company, or distribution of assets of the Company of immediately available funds 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, receivership or similar proceedings, 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 is made on account of the principal of or Interest on, or with respect to the conversion of, the Securities (except, to the extent required by applicable law, payments made pursuant to Article 16 from monies deposited with the Trustee pursuant thereto prior to 10:00 a.m.commencement of proceedings for such dissolution, New York City timewinding-up, liquidation or reorganization); 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 the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article 5, 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 of the Securities or by the Trustee under this Indenture if received by them or it, directly to the Holder holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Note (whether Debt held by federal fundssuch holders, wire transfer or otherwise); providedas otherwise required by law or a court order) or their representative or representatives, howeveror to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt may have been issued, that no such federal fundsas their respective interests may appear, wire transfer to the extent necessary to pay all Senior Debt in full in cash, or other such direct payment shall be 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 any Holder under this Section 2.14(b) unless such Holder has delivered written instructions the Holders of the Securities or to the Trustee prior Trustee. For purposes of this Article 5, the words, “cash, property or securities” shall not be deemed to the relevant record date for such payment requesting that such payment will be so made and designating the bank account to which such payments shall be so made and, in the case include shares of payments of principal, surrenders the Senior Note to the Trustee in exchange for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount stock of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment date. The Company will indemnify and hold the Trustee harmless against any lossas reorganized or readjusted, liability or expense (including attorneys' fees and expenses) resulting from any act or omission to act on the part securities of the Company or any other 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 5 with respect to the 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 corporation, 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 Corporation, as the case may be) are not, without the consent of such Holder holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance, transfer or lease of all or substantially all its property to another corporation upon the terms and conditions provided for in connection with any Article 13 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 5.02 if such agreement or which the Paying Agent may incur other corporation shall, as a result part of making such consolidation, merger, conveyance, transfer or lease, comply with the conditions stated in Article 13. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any payment Holder of Securities in respect of the principal of, premium, if any, or interest on the Securities (including, but not limited to, the Redemption Price, the Fundamental Change Repurchase Price and the Repurchase Price with respect to the Securities subject to redemption or repurchase in accordance with Articles 8, 9 or 10, as the case may be, and any such agreement. All payment of cash upon conversion in accordance with Article 11), except payments and distributions made on a Redemption Date are subject to by the Trustee as permitted by the first or second paragraph of Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior 5.05, until all Senior Debt has been paid in full in cash or other payment satisfactory to the Maturity Dateholders of Senior Debt or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the 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 foregoing, shall be received by the Trustee or the Holders of the Securities 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 5.02 shall apply to claims of, or payments to, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar under or pursuant to Sections 12.06 and 14.07. This Section 2.3 hereof, that 5.02 shall be subject to the Company expects that the final installment further provisions of principal of Section 5.05 and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding5.06.

Payments to Holders. Notwithstanding any provisions of this Indenture and the Senior Notes to the contrary: (a) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereof; or (b) At the request of a Holder of at least $5 million in aggregate principal amount of Senior Notes outstanding, all payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds prior to 10:00 a.m., New York City time, directly to the Holder of such Senior Note (whether by federal funds, wire transfer or otherwise); provided, however, that no such federal funds, wire transfer or other such direct No payment shall be made to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions with respect to the Trustee prior principal of, or premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the relevant record date Securities to be called for such redemption in accordance with Article 11 as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 15.5, if: (i) a default in the payment requesting that such payment will be so made of principal, premium, interest, rent or other obligations due on any Senior Indebtedness occurs and designating the bank account to which such payments shall be so made andis continuing (or, in the case of Senior 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 Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of the default (a "Payment Blockage Notice") from a Representative or the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, surrenders premium, if any, and interest on the Senior Note Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee in exchange shall be, or be made, the basis for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment datesubsequent Payment Blockage Notice. The Company will indemnify may and hold shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (ii) above, 179 days pass after notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article 15 otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, 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, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, before any payment is made on account of the principal of, premium, if any, or interest on the Securities (except payments made pursuant to Article 4 from monies deposited with the Trustee harmless against pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any losssuch dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, liability insolvency, receivership or expense other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article 15, shall (including attorneys' fees and expensesexcept as aforesaid) resulting from be paid by the Company or by any act receiver, trustee in bankruptcy, liquidating trustee, agent or omission other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to act the holders of Senior Indebtedness (pro rata to such holders on the part basis of the respective amounts of Senior Indebtedness 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 Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. For purposes of this Article 15, 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 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 15 with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new corporation, as the case may be) are not, without the consent of such Holder holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in connection with any Article 8 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 15.2 if such agreement or which the Paying Agent may incur other corporation shall, as a result part of making such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 8. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any payment Holder of Securities in respect of the principal of, premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with any such agreement. All Article 11 as provided in the Indenture), except payments and distributions made on a Redemption Date are subject to by the Trustee as permitted by the first or second paragraph of Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior 15.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the Maturity Dateholders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration , unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expired. 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 or the Holders of the Securities before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, 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 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 Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 15.2 shall apply to claims of, or payments to, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar under or pursuant to Section 2.3 hereof, that 6.7. This Section 15.2 shall be subject to the Company expects that the final installment further provisions of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding15.5.

Payments to Holders. Notwithstanding any provisions of this Indenture and the Senior Notes to the contrary: (a) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereof; or (b) At the request of a Holder of at least $5 million in aggregate principal amount of Senior Notes outstanding, all payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds prior to 10:00 a.m., New York City time, directly to the Holder of such Senior Note (whether by federal funds, wire transfer or otherwise); provided, however, that no such federal funds, wire transfer or other such direct No payment shall be made to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions with respect to the Trustee prior principal of, or premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the relevant record date Securities to be called for such redemption in accordance with Article 11 as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 15.5, if: (i) a default in the payment requesting that such payment will be so made of principal, premium, if any, interest, rent or other obligations due on any Senior Debt occurs and designating the bank account to which such payments shall be so made andis continuing (or, in the case of payments Senior Debt for which there is a period of principalgrace, surrenders 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 Note 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, other than a Payment Default, on any Designated Senior Debt occurs and is continuing that then permits holders of such Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of the default (a "Payment Blockage Notice") from a holder of Designated Senior Debt, a Representative of Designated Senior Debt or the Company (a "Non-Payment Default"). If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice. No Non-Payment Default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee in exchange shall be, or be made, the basis for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment datesubsequent Payment Blockage Notice. The Company will indemnify may and hold shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) in the case of a Payment Default, the date upon which the Payment Default is cured or waived or ceases to exist, or (2) in the case of a Non-Payment Default, the earlier of (a) the date upon which such Non-Payment Default is cured, waived or ceases to exist or (b) 179 days after the date on which the applicable Payment Blockage Notice is received by the Trustee, unless this Article 15 otherwise prohibits the payment or distribution at such time. Upon any payment, or distribution of the 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 any marshalling of the assets and liabilities of the Company, or otherwise, all amounts due or to become due upon all Senior Debt shall first be paid in full in cash or other payment satisfactory to the holders of such Senior 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 is made on account of the principal of, premium, if any, or interest on the Securities (except payments made pursuant to Article 4 from monies deposited with the Trustee harmless against pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or the marshalling of assets and liabilities of the Company); and upon any losssuch dissolution, liability winding-up, liquidation or expense reorganization of the Company, assignment for the benefit of creditors or the marshalling of assets and liabilities of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article 15, shall (including attorneys' fees and expensesexcept as aforesaid) resulting from be paid by the Company or by any act receiver, trustee in bankruptcy, liquidating trustee, agent or omission other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to act the holders of Senior Debt (pro rata to such holders on the part 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 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 Securities or to the Trustee. For purposes of this Article 15, 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 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 15 with respect to the 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 corporation, 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 corporation, as the case may be) are not, without the consent of such Holder holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in connection with any Article 8 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 15.2 if such agreement or which the Paying Agent may incur other corporation shall, as a result part of making such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 8. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any payment Holder of Securities in respect of the principal of, premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with any such agreement. All Article 11 as provided in the Indenture), except payments and distributions made on a Redemption Date are subject to by the Trustee as permitted by the first or second paragraph of Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior 15.5, until all Senior Debt has been paid in full in cash or other payment satisfactory to the Maturity Dateholders of Senior Debt or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Debt of the 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 foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Debt is paid in 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 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, 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 such Senior Debt, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt. Nothing in this Section 15.2 shall apply to claims of, or payments to, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar under or pursuant to Section 2.3 hereof, that 6.7. This Section 15.2 shall be subject to the Company expects that the final installment further provisions of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding15.5.

Payments to Holders. Notwithstanding any provisions of this Indenture and the Senior Notes to the contrary: (a) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereof; or (b) At the request of a Holder of at least $5 million in aggregate principal amount of Senior Notes outstanding, all payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds prior to 10:00 a.m., New York City time, directly to the Holder of such Senior Note (whether by federal funds, wire transfer or otherwise); provided, however, that no such federal funds, wire transfer or other such direct No payment shall be made to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions with respect to the Trustee prior principal of, or premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the relevant record date Securities to be called for such redemption in accordance with Article III as provided in this Indenture), or any payment requesting that such in respect of any related Guarantee, except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, if: (i) a default in the payment will be so made of principal, premium, interest, rent or other obligations due on any Senior Indebtedness occurs and designating the bank account to which such payments shall be so made andis continuing (or, in the case of Senior Indebtedness for which there is a period of grace as to such default, in the event of such default continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than a payment default, on Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from a Representative or the Issuers. If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, surrenders the Senior Note to the Trustee in exchange for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment date. The Company will indemnify and hold the Trustee harmless against any losspremium, liability or expense (including attorneys' fees and expenses) resulting from any act or omission to act on the part of the Company or any such Holder in connection with any such agreement or which the Paying Agent may incur as a result of making any payment in accordance with any such agreement. All payments made on a Redemption Date are subject to Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior to the Maturity Dateif any, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereof, that the Company expects that the final installment of principal of and interest on the Securities, and any payment in respect of any related Guarantee, that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Issuers may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (ii) above, 179 days pass after notice is received if the maturity of such Designated Senior Notes will Indebtedness has not been accelerated, unless this Article otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Issuers or any Guarantor, or distribution of assets of the Issuers or any Guarantor 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 Issuers or any Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid on in full in cash or other payment satisfactory to the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender holders of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for Indebtedness, or payment of such installment. Additionally, thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, before any payment is made on account of the principal of, or premium, if any, or interest on the Securities or with respect to any related Guarantee (except payments made pursuant to Article VI from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization of the Issuers or any Guarantor or bankruptcy, insolvency, receivership or other proceeding, any payment by the Issuers or any Guarantor, or distribution of assets of the Issuers or any Guarantor of any kind or character, whether in cash, property or securities, to which the Holders of the Securities and any related Guarantee or the Trustee would be entitled, except for the provision of this Article, shall (except as aforesaid) be paid by the Issuers or any Guarantor by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities and any related Guarantee or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness 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 Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. For purposes of this Article, the words, “cash, property or securities” shall not be deemed to include units representing limited partner interests in the Partnership or shares of common stock in the Finance Corp. or the Capital Stock of any Guarantor as reorganized or readjusted, or securities of the Issuers, any Guarantor 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 with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new entity, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of the Senior Indebtedness (other than leases which are not assumed by the Issuers 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 an Issuer or any Guarantor with, or the merger of an Issuer or any Guarantor into, another entity or the liquidation or dissolution of an Issuer or any Guarantor following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another entity upon the terms and conditions provided for in Article V shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 2.8if such other entity shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article V. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities in respect of the principal of, or premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with Article III as provided in this Indenture), or in respect of any related Guarantee, except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Issuers and any Guarantor shall promptly notify holders of Senior Indebtedness of the acceleration at the address set forth in the notice from the Agent (or successor agent) to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section, unless there are no payment obligations of the Issuers thereunder and all obligations thereunder to extend credit have been terminated or expired. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Issuers 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 foregoing, shall be received by the Trustee or the Holders of the Securities and any related Guarantee before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, 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 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 Notes Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Issuers, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section shall cease apply to claims of, or payments to, the Trustee under or pursuant to Section 7.7. This Section shall be outstandingsubject to the further provisions of Section 12.5.

Payments to Holders. Notwithstanding any provisions of this Indenture and the Senior Notes No payment shall be made with respect to the contraryprincipal of or interest on the Securities, except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 10.05, if: (a) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown default in the registrar payment of the principal, premium, if any, interest, rent or other obligations in respect of Designated Senior Notes maintained by the Registrar pursuant Indebtedness occurs and is continuing beyond any applicable period of grace (a “Payment Default”), unless and until such Payment Default shall have been cured or waived or shall have ceased to Section 2.3 hereofexist; or (b) At a default, other than a Payment Default, on any Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its maturity, or in the request case of Designated Senior Indebtedness in the form of a Holder lease, a default other than a Payment Default occurs and is continuing that permits the lessor to either terminate the lease or require the Company to make an irrevocable offer to terminate the lease, and the Trustee receives written notice of at least $5 million in aggregate principal amount of Senior Notes outstanding, all payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt such default (a “Payment Blockage Notice”) from the Company of immediately available funds prior or any other Person permitted to 10:00 a.m.give such notice under this Indenture (a “Non-Payment Default”). If the Trustee receives any Payment Blockage Notice pursuant to clause (b) above, New York City time, directly to the Holder of such Senior Note (whether by federal funds, wire transfer or otherwise); provided, however, that no such federal funds, wire transfer or other such direct payment subsequent Payment Blockage Notice shall be made to any Holder under effective for purposes of this Section 2.14(b) 10.02 unless such Holder has delivered written instructions and until at least 365 calendar days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice. No Non-Payment Default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee prior to shall be, or be made, the relevant record date basis for a subsequent Payment Blockage Notice unless such payment requesting that Non-Payment Default has been cured or waived in writing for a period of not less than 90 calendar days. The Company may and shall resume payments on and distributions in respect of the Securities, including any past scheduled payments of the principal of, or interest, on such payment will be so made and designating the bank account Securities, to which the Holders would have been entitled but for the provisions of this Article 10: (i) in the case of a Payment Default, upon the date on which such payments shall be so made Payment Default is cured or waived in writing or ceases to exist, and (ii) in the case of a Non-Payment Default, the earlier of (a) the date upon which such default is cured or waived or ceases to exist or (b) 179 calendar days after the Payment Blockage Notice is received by the Trustee if the maturity of such Designated Senior Indebtedness has not been accelerated (or, in the case of payments any lease, 179 calendar days after the Payment Blockage Notice is received, so long as the Company has not received notice that the lessor under such lease has exercised its right to terminate the lease or require the Company to make an irrevocably offer to terminate the lease). Upon any payment by the Company, or distribution of principalassets of the Company of any kind or character, surrenders 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, receivership or other proceedings, all amounts due or to become due upon all Senior Note Indebtedness shall first be paid in full in Cash or other payment satisfactory to the Trustee holders of such Senior Indebtedness, or payment thereof in exchange accordance with its terms provided for a in Cash or other payment satisfactory to the holders of such Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount Indebtedness before any payment is made on account of the Senior Notes surrendered. The Trustee shall be entitled to rely principal of, or interest on the last instruction delivered Securities; 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 the Holder Company, or distribution of assets of the Company of any kind or character, whether in Cash, property or securities, to which the Holders or the Trustee would be entitled, except for the provision of this Article 10, 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 Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness 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 this Section 2.14(b) unless a new instruction is delivered prior which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the relevant record date extent necessary to pay all Senior Indebtedness in full, in Cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for a the holders of Senior Indebtedness, before any payment dateor distribution is made to the Holders or to the Trustee. The For purposes of this Article 10, the words, “Cash, property or securities” shall not be deemed to include shares of stock of the Company will indemnify and hold the Trustee harmless against any lossas reorganized or readjusted, liability or expense (including attorneys' fees and expenses) resulting from any act or omission to act on the part securities of the Company or any other 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 10 with respect to the Securities to the payment of all Senior Indebtedness that may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness are not, without the consent of such Holder holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in connection with any Article 7 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 10.02 if such agreement or which the Paying Agent may incur other corporation shall, as a result part of making such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 7. 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 provisions in this Section 10.02, shall be received by the Trustee or the Holders before all Senior Indebtedness is paid in full in Cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with any such agreement. All payments made on a Redemption Date are subject to Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior its terms in Cash or other payment satisfactory to the Maturity Dateholders of such Senior 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 Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of any Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in Cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 10.02 shall apply to claims of, or payments to, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar under or pursuant to Section 2.3 hereof, that 9.06. This Section 10.02 shall be subject to the Company expects that the final installment further provisions of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding10.05.

Payments to Holders. Notwithstanding No payment (including pursuant to any provisions repurchase of this Indenture and the Senior Notes Security) shall be made with respect to the contraryprincipal of, or premium, if any, or interest on this Security, if: (a1) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown default in the registrar payment of the principal, premium, if any, or interest or other payment due on Senior Notes maintained by the Registrar pursuant to Section 2.3 hereofIndebtedness occurs and is continuing beyond any applicable period of grace (a "Payment Default"); or (b2) At the request of a Holder of at least $5 million in aggregate principal amount of Senior Notes outstandingdefault, all payments other than a Payment Default, occurs and is continuing with respect to any Designated Senior Indebtedness that then permits holders of the Designated Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds prior to 10:00 a.m., New York City time, directly to the Holder of such Senior Note (whether by federal funds, wire transfer or otherwise); provided, however, that no such federal funds, wire transfer or other such direct payment shall be made to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions to the Trustee prior to the relevant record date for such payment requesting that such payment will be so made and designating the bank account Indebtedness as to which such default related to accelerate its maturity and the holder of this Security and the Company receive a written notice of such default (a "Payment Blockage Notice") from a representative of Designated Senior Indebtedness or a holder of Designated Senior Indebtedness or the Company (a "Non-Payment Default"). The Company may and shall resume payments shall be so made and, on this Security (1) in the case of payments a Payment Default, on the date upon which such default is cured or waived or ceases to exist, and (2) in the case of principala Non-Payment Default with respect to Designated Senior Indebtedness, surrenders on the earlier of the date on which the Non-Payment Default is cured or waived or ceases to exist or 179 days have passed after the date on which the applicable Payment Blockage Notice is received. No new period of payment blockage may be commenced pursuant to a Payment Blockage Notice unless at least 365 days shall have elapsed since the Company's receipt of the immediately prior Payment Blockage Notice. No default (whether or not such event of default is on the same issue of Designated Senior Note Indebtedness) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee in exchange holder of this Security shall be, or be made, the basis for a subsequent Payment Blockage Notice. If payment of this Security is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount Indebtedness of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment date. The Company will indemnify and hold the Trustee harmless against any loss, liability or expense (including attorneys' fees and expenses) resulting from any act or omission to act on the part of the Company or any such Holder in connection with any such agreement or which the Paying Agent may incur as a result of making any payment in accordance with any such agreement. All payments made on a Redemption Date are subject to Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior to the Maturity Date, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereof, that the Company expects that the final installment of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstandingacceleration.

Payments to Holders. Notwithstanding any provisions of this Indenture and the Senior Notes to the contrary: (a) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereof; or (b) At the request of a Holder of at least $5 million in aggregate principal amount of Senior Notes outstanding, all payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds prior to 10:00 a.m., New York City time, directly to the Holder of such Senior Note (whether by federal funds, wire transfer or otherwise); provided, however, that no such federal funds, wire transfer or other such direct No payment shall be made to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions with respect to the Trustee prior principal of, or premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the relevant record date Securities to be called for such redemption in accordance with Article III as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, if: (i) a default in the payment requesting that such payment will be so made of principal, premium, interest, rent or other obligations due on any Senior Indebtedness occurs and designating the bank account to which such payments shall be so made andis continuing (or, in the case of Senior 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 Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of the default (a "PAYMENT BLOCKAGE NOTICE") from a Representative or the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, surrenders premium, if any, and interest on the Senior Note Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee in exchange shall be, or be made, the basis for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment datesubsequent Payment Blockage Notice. The Company will indemnify may and hold shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (ii) above, 179 days pass after notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article XII otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, 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, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, before any payment is made on account of the principal of, premium, if any, or interest on the Securities (except payments made pursuant to Article VI from monies deposited with the Trustee harmless against pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any losssuch dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, liability insolvency, receivership or expense other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article XII, shall (including attorneys' fees and expensesexcept as aforesaid) resulting from be paid by the Company or by any act receiver, trustee in bankruptcy, liquidating trustee, agent or omission other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to act the holders of Senior Indebtedness (pro rata to such holders on the part basis of the respective amounts of Senior Indebtedness 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 Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. For purposes of this Article XII, 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 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 XII with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new corporation, as the case may be) are not, without the consent of such Holder holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in connection with any Article V shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 if such agreement or which the Paying Agent may incur other corporation shall, as a result part of making such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article V. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any payment Holder of Securities in respect of the principal of, premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with any such agreement. All payments made on a Redemption Date are subject to Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the Maturity Dateholders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration at the address set forth in the notice from the Agent (or successor agent) to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section 12.2, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expired. 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 or the Holders of the Securities before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, 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 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 Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 12.2 shall apply to claims of, or payments to, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar under or pursuant to Section 2.3 hereof, that 7.7. This Section 12.2 shall be subject to the Company expects that the final installment further provisions of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding12.5.

Payments to Holders. Notwithstanding No payment shall be made with respect to the principal of, or premium, if any, the cash portion of the conversion obligation, if any, or interest on, the Notes (including, but not limited to, the Fundamental Change Purchase Price with respect to the Notes subject to purchase in accordance with Article 3 as provided in this First Supplemental Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 7.05, if: (i) a default in the payment of principal, premium, interest, rent or other obligations due on any provisions Designated Senior Indebtedness occurs and is continuing (or, in the case of Designated Senior 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 Designated Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than a payment default, on any Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of the default (a “Payment Blockage Notice”) from a Representative or holder of such Designated Senior Indebtedness. If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Indenture Section unless and until at least 365 days shall have elapsed since the Senior initial effectiveness of the immediately prior Payment Blockage Notice and all scheduled payments on the Notes that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the contraryTrustee (unless such default was waived, cured or otherwise ceased to exist and thereafter subsequently reoccurred) shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Notes upon the earlier of: (a) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown in the registrar case of a default referred to in clause (i) above, the Senior Notes maintained by date upon which the Registrar pursuant default is cured or waived or ceases to Section 2.3 hereof; exist, or (b) At in the request case of a Holder of at least $5 million default referred to in aggregate principal amount of Senior Notes outstandingclause (ii) above, all payments with respect to any the earlier of the date on which such default is cured or waived or ceases to exist or 179 days after the date on which the applicable Payment Blockage Notice is received, if the maturity of such Designated Senior Notes may be made Indebtedness has not been accelerated, unless this Article 7 otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Paying Agent upon receipt from Company, or distribution of assets of the Company of immediately available funds 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, receivership or similar proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full, in cash or other payment satisfactory to the holders of Senior Indebtedness, before any payment is made on account of the principal of, and premium, if any, the cash portion of the conversion obligation, if any, or interest on, the Notes (except payments made pursuant to Article 8 from monies deposited with the Trustee pursuant thereto prior to 10:00 a.m.commencement of proceedings for such dissolution, New York City timewinding-up, liquidation or reorganization); 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 the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Notes or the Trustee would be entitled, except for the provision of this Article 7, 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 of the Notes or by the Trustee under this First Supplemental Indenture, if received by them or it, directly to the Holder holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Note (whether Indebtedness held by federal fundssuch holders, wire transfer or otherwise); providedas otherwise required by law or a court order) or their Representative or Representatives, howeveror to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, that no such federal fundsas their respective interests may appear, wire transfer to the extent necessary to pay all Senior Indebtedness in full, in cash or other such direct payment shall be satisfactory to the holders of Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution is made to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions the Holders of the Notes or to the Trustee prior Trustee. For purposes of this Article 7, the words, “cash, property or securities” shall not be deemed to the relevant record date for such payment requesting that such payment will be so made and designating the bank account to which such payments shall be so made and, in the case include shares of payments of principal, surrenders the Senior Note to the Trustee in exchange for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount stock of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment date. The Company will indemnify and hold the Trustee harmless against any lossCompany, liability as reorganized or expense (including attorneys' fees and expenses) resulting from any act readjusted, or omission to act on the part securities of the Company or any other 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 7 with respect to the Notes to the payment of all Senior Indebtedness which may at the time be outstanding, so long as (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any reorganization or readjustment and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new corporation, as the case may be) are not, without the consent of such Holder holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in connection with any Article 6 hereof and Article Eight of the Original Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 7.02 if such agreement or which the Paying Agent may incur other corporation shall, as a result part of making such consolidation, merger, conveyance, transfer or lease, comply with the conditions stated in Article 6 hereof and Article Eight of the Original Indenture. 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 payment Holder of Notes in respect of the principal of, and premium, if any, the cash portion of the conversion obligation, if any, or interest on, the Notes by the Company (including, but not limited to, the Fundamental Change Purchase Price with respect to the Notes subject to purchase in accordance with any such agreement. All payments made on a Redemption Date are subject to Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior as provided in this First Supplemental Indenture), until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the Maturity Dateholders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this First Supplemental Indenture. If payment of Notes is accelerated because of an Event of Default, the Trustee Company shall promptly notify holders of Senior Indebtedness of such acceleration. In the Holderevent that, at notwithstanding the address shown in the registrar foregoing provisions, any payment or distribution of assets of the Senior Notes maintained Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the Registrar foregoing, shall be received by the Trustee or the Holders of the Notes before all Senior Indebtedness is paid in full, in cash or other payment satisfactory to the holders of Senior 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 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 Indebtedness or their Representative or Representatives, or to the trustee or trustees under any indenture pursuant to Section 2.3 hereofwhich any instruments evidencing any Senior Indebtedness may have been issued, that as their respective interests may appear, as calculated by the Company expects that Company, for application to the final installment payment of principal all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of and interest on Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender holders of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstandingIndebtedness.

Payments to Holders. Notwithstanding No payment shall be made with respect to the principal of or interest (including the payment of the Change of Control Purchase Price and Liquidated Damages, if any, but excluding Pass-Through Dividends, if any) on the Securities, except payments and distributions made by the Trustee as permitted by Section 5.5, if: (i) a default in the payment of principal, premium, interest, rent or other payment obligations due on any Senior Debt (including any failure by the Company to pay any amounts required to be paid under Section 3.8 of the Credit Agreement) 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), unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than a payment default, on any Designated Senior Debt occurs and is continuing that permits holders of such Designated Senior Debt to accelerate its maturity (or, in the case of a lease constituting Designated Senior Debt, that permits the landlord under such lease either to terminate the lease or to require the Company to make an irrevocable offer to terminate the lease following an event of default thereunder) and the Trustee receives a notice of the default (a "Payment Blockage Notice") from a Representative or holder of Designated Senior Debt or the Company. Subject to the provisions of Section 5.5, if the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Indenture Section unless and until (a) at least 420 days shall have elapsed since the Senior Notes initial effectiveness of the immediately prior Payment Blockage Notice; and (b) all scheduled payments on the Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the contraryTrustee (unless such default was waived, cured or otherwise ceased to exist and thereafter subsequently reoccurred) shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (a) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown in the registrar case of a default referred to in clause (i) above, the Senior Notes maintained by date upon which the Registrar pursuant default is cured or waived or ceases to Section 2.3 hereof; exist, or (b) At in the request case of a Holder default referred to in clause (ii) above, the earlier of at least $5 million in aggregate principal amount of Senior Notes outstanding, all payments with respect (A) the date on which such default is cured or waived or ceases to any of exist or (B) 240 days after the Senior Notes may be made date on which the applicable Payment Blockage Notice is received by the Paying Agent upon receipt from Trustee, if the Company of immediately available funds prior to 10:00 a.m., New York City time, directly to the Holder maturity of such Designated Senior Note (whether by federal fundsDebt has not been accelerated, wire transfer unless this Article 5 otherwise prohibits the payment or otherwise)distribution at the time of such payment or distribution; provided, however, that no if such federal funds, wire transfer or other such direct payment shall be made to any Holder under this Section 2.14(b) unless such Holder Designated Senior Debt has delivered written instructions to the Trustee prior to the relevant record date for such payment requesting that such payment will be so made and designating the bank account to which such payments shall be so made andbeen accelerated (or, in the case of a Capital Lease Obligation constituting Designated Senior Debt, if as a result of such default the landlord under such Capital Lease Obligation has given the Company notice of its intention to terminate such Capital Lease Obligation or to require the Company to make an irrevocable offer to terminate the Capital Lease Obligation following an event of default thereunder), the Company shall make no payments on or distributions in respect of principal, surrenders the Securities until such Designated Senior Note Debt has been paid in full in cash or other payment satisfactory to the Trustee holders of that Designated Senior Debt or such acceleration (or terminated, in exchange for the case of a lease constituting Designated Senior Note Debt) has been cured or Senior Notes aggregating waived. Upon any payment by the same principal amount as the unredeemed principal amount Company, 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, receivership or similar proceedings, all amounts due or to become due upon all Senior Notes surrendered. The Trustee Debt shall first be entitled paid in full in cash, or other payments satisfactory to rely the holders of Senior Debt, before any payment is made on account of the principal of or interest (including the payment of the Change of Control Purchase Price and Liquidated Damages, if any, but excluding Pass-Through Dividends, if any) on the last instruction delivered Securities (except payments made pursuant to Article 9 from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization, so long as such payments are not prohibited by Section 547 of the Bankruptcy Code); 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 the Holder Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article 5, 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 of the Securities 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 this Section 2.14(b) unless a new instruction is delivered prior which any instruments evidencing any Senior Debt may have been issued, as their respective interests may appear, to the relevant record date 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 a the holders of Senior Debt, before any payment dateor distribution is made to the Holders of the Securities or to the Trustee. The For purposes of this Article 5, the words, "cash, property or securities" shall not be deemed to include shares of Capital Stock of the Company will indemnify and hold the Trustee harmless against any lossas reorganized or readjusted, liability or expense (including attorneys' fees and expenses) resulting from any act or omission to act on the part securities of the Company or any such Holder in connection with any such agreement other corporation provided for by a plan of reorganization or readjustment, the terms of which are not substantially better for the Paying Agent may incur as a result holders thereof than the terms of making any the Securities and the payment in accordance with any such agreement. All payments made on a Redemption Date are subject to Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior of which is subordinated, at least to the Maturity Dateextent provided in this Article 5 with respect to the Securities, to the Trustee shall notify the Holder, payment of all Senior Debt which may at the address shown in time be outstanding; provided that (i) the registrar Senior Debt is (A) assumed without modification and without alteration of the legal, equitable and contractual rights of holders of the Senior Notes maintained Debt by the Registrar pursuant to Section 2.3 hereofnew corporation, that if any, resulting from any reorganization or readjustment, or (B) the Company expects that legal, equitable and contractual rights of the final installment holders of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, Debt are reinstated in accordance with Section 2.81124 of the Bankruptcy Code, or (ii) the legal, equitable and contractual rights of the holders of the Senior Debt under this Article V 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 corporation or the liquidation or dissolution of the Company following the conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article 6 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 5.2 if such other corporation shall, as a part of such consolidation, merger, conveyance, transfer or lease, comply with the conditions stated in Article 6. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities in respect of the principal of or interest (including the payment of the Change of Control Purchase Price and Liquidated Damages, if any, but excluding Pass-Through Dividends, if any) on the Securities by the Company, except payments and distributions made by the Trustee as permitted by Section 5.5, 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 Securities is accelerated because of an Event of Default, the Company shall notify, within one Business Day, the 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 foregoing, shall be received by the Trustee or the Holders of the Securities 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 Notes Debt 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, 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, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt. Nothing in this Section 5.2 shall cease apply to claims of, or payments to, the Trustee under or pursuant to Article 8. This Section 5.2 shall be outstandingsubject to the further provisions of Section 5.5.

Payments to Holders. Notwithstanding any provisions of this Indenture and the Senior Notes to the contrary: (a) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereof; or (b) At the request of a Holder of at least $5 million in aggregate principal amount of Senior Notes outstanding, all payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds prior to 10:00 a.m., New York City time, directly to the Holder of such Senior Note (whether by federal funds, wire transfer or otherwise); provided, however, that no such federal funds, wire transfer or other such direct No payment shall be made to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions with respect to the Trustee prior principal of, or premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the relevant record date Securities to be called for such redemption in accordance with Article III as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, if: (i) a default in the payment requesting that such payment will be so made of principal, premium, interest, rent or other obligations due on any Senior Indebtedness occurs and designating the bank account to which such payments shall be so made andis continuing (or, in the case of Senior 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 Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of the default (a "Payment Blockage Notice") from a Representative or the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, surrenders the Senior Note to the Trustee in exchange for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment date. The Company will indemnify and hold the Trustee harmless against any losspremium, liability or expense (including attorneys' fees and expenses) resulting from any act or omission to act on the part of the Company or any such Holder in connection with any such agreement or which the Paying Agent may incur as a result of making any payment in accordance with any such agreement. All payments made on a Redemption Date are subject to Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior to the Maturity Dateif any, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereof, that the Company expects that the final installment of principal of and interest on the Senior Notes will be Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the Maturity Date. Such notice date of delivery of any Payment Blockage Notice to the Trustee shall specify that such final installment will be, or be payable only upon presentation and surrender of such Senior Note and shall specify made, the place where such Senior Notes may be presented and surrendered basis for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstandinga subsequent Payment Blockage Notice.

Payments to Holders. Notwithstanding any provisions of this Indenture and the Senior Notes No payment shall be made with respect to the contrarypayment of Principal Amount, Issue Price, accrued Original Issue Discount, accrued Liquidated Damages, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, on the Securities, except payments and distributions made by the Trustee as permitted by Section 10.05, if: (ai) Except for a default in any payments to be made on a Redemption Date or the Maturity Datepayment obligations in respect of Senior Indebtedness occurs and is continuing, payments with respect without regard to any applicable period of the Senior Notes may be made grace (whether at maturity or at a date fixed for payment or by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereofdeclaration or otherwise); or (bii) At the request of a Holder of at least $5 million in aggregate principal amount of Senior Notes outstanding, all payments any other default occurs and is continuing with respect to any Designated Senior Indebtedness that permits the holders of such Designated Senior Indebtedness as to which such default relates to accelerate its maturity and the Trustee receives a notice of the default (a "Payment Blockage Notice") from a holder of Designated Senior Notes may be made by Indebtedness, a Representative of Designated Senior Indebtedness or the Paying Agent upon receipt from Company. If the Company of immediately available funds prior Trustee receives any Payment Blockage Notice pursuant to 10:00 a.m.clause (ii) above, New York City time, directly to the Holder of such Senior Note (whether by federal funds, wire transfer or otherwise); provided, however, that no such federal funds, wire transfer or other such direct payment subsequent Payment Blockage Notice shall be made to any Holder under effective for purposes of this Section 2.14(b) unless such Holder has delivered written instructions and until at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee prior to shall be, or be made, the relevant record date for such payment requesting that such payment will be so made and designating the bank account to which such payments shall be so made and, in the case of payments of principal, surrenders the Senior Note to the Trustee in exchange basis for a Senior Note subsequent Payment Blockage Notice unless such default shall have been cured or Senior Notes aggregating the same principal amount as the unredeemed principal amount of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date waived for a payment date. The Company will indemnify and hold the Trustee harmless against period of not less than 90 days (it being acknowledged that (x) any loss, liability or expense (including attorneys' fees and expenses) resulting from any act or omission to act on the part action of the Company or any of its Subsidiaries occurring subsequent to delivery of a Payment Blockage Notice that would give rise to any event of default pursuant to any provision of Senior Indebtedness under which an event of default previously existed (or was continuing at the time of delivery of such Holder Payment Blockage Notice) shall constitute a new event of default for this purpose and (y) any breach of a financial covenant giving rise to a nonpayment default for a period ending subsequent to the date of delivery of the respective Payment Blockage Notice shall constitute a new event of default for this purpose.) The Company may and shall resume payments on and distributions in connection with any such agreement or respect of the Securities upon the earlier of: (1) in case of a default referred to in clause (i) above, the date upon which the Paying Agent may incur as a result of making any payment default is cured or waived in accordance with the terms of the governing instrument or ceases to exist, or (2) in the case of a default referred to in clause (ii) above, the date upon which the default is cured, waived in accordance with the terms of the governing instrument or ceases to exist or 179 days pass after notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article 10 otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company 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 or bankruptcy of Company, whether voluntary or involuntary or insolvency, receivership or similar proceedings relating to the Company or its property, or an assignment of the benefit of creditors or any marshaling of the Company's assets or liabilities, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in Cash or other payment satisfactory to the holders of such agreement. All Senior Indebtedness, or provision is made for such payment in Cash or other payment satisfactory to the holders of Senior Indebtedness, before any payment is made on account of the Principal Amount, Issue Price, accrued Original Issue Discount, accrued Liquidated Damages, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price or interest, if any, in respect of the Securities (except payments made on a Redemption Date are subject pursuant to Section 2.8 and Article 3 hereof. No later than fifteen (15) days 8 hereof from monies deposited with the Trustee pursuant thereto prior to the happening of such dissolution or winding-up or liquidation or reorganization or bankruptcy of Company, whether voluntary or involuntary or insolvency, receivership or similar proceedings relating to the Company or its property, or an assignment of the benefit of creditors or any marshaling of the Company's assets or liabilities), and upon any such dissolution or winding-up or liquidation or reorganization or bankruptcy of Company, whether voluntary or involuntary or insolvency, receivership or similar proceedings relating to the Company or its property, or an assignment of the benefit of creditors or any marshaling of the Company's assets or liabilities, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee would be entitled, except for the provisions of this Article 10, 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 of the Securities or by the Trustee if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any such Senior Indebtedness may have been issued, as their respective interests may appear to the extent necessary to pay all such Senior Indebtedness in full in Cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the Holders or to the Trustee. In the event that any Securities are declared due and payable before their Stated Maturity Datepursuant to Section 6.02, then and in such event the Company shall promptly notify holders of its Senior Indebtedness of such acceleration. The Company may not pay the Securities until 120 days have passed after such acceleration occurs and may thereafter pay the Securities if this Article 10 permits the payment at that time. 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 provisions in this Section 10.02, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness of the Company is paid in full in Cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment in Cash or other payment satisfactory to the holders of such Senior 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 Indebtedness of the Company or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all such Senior Indebtedness remaining unpaid to the extent necessary to pay all such Senior Indebtedness in full in Cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. For purposes of this Article 10, 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 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 10 with respect to the Securities to the payment of all Senior Indebtedness of the Company which may at the time be outstanding; provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of such Senior Indebtedness (other than leases that are not assumed by the Company or the new corporation, 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 corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article 5 hereof shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 10.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 5 hereof. Nothing in this Section 10.02 shall apply to claims of, or payments to, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar under or pursuant to Section 2.3 hereof, that 7.07. This Section 10.02 shall be subject to the Company expects that the final installment further provisions of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding10.05.

Payments to Holders. Notwithstanding Parent shall not make any provisions payment pursuant to its obligations under Article III of this First Supplemental Indenture and the Senior Notes to the contrary: (a) Except for any payments to be made on a Redemption Date or the Maturity Date, payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown Obligations if: (a) a default in the registrar payment of principal, premium, interest, rent or other obligations due on any Designated Parent Senior Indebtedness occurs and is continuing (or, in the case of Designated Parent Senior Notes maintained by Indebtedness for which there is a period of grace, in the Registrar pursuant event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Designated Parent Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to Section 2.3 hereofexist; or (b) At a default, other than a payment default, on any Designated Parent Senior Indebtedness occurs and is continuing that then permits holders of such Designated Parent Senior Indebtedness to accelerate its maturity and the request Trustee receives a notice of the default (a "Parent Payment Blockage Notice") from a Representative or holder of Designated Parent Senior Indebtedness or Parent. Subject to the provisions of Section 4.5 of this First Supplemental Indenture, if the Trustee receives any Parent Payment Blockage Notice pursuant to clause (b) above, no subsequent Parent Payment Blockage Notice shall be effective for purposes of this Section 4.2 unless and until at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Parent Payment Blockage Notice. No nonpayment default that existed or was continuing on the date of delivery of any Parent Payment Blockage Notice to the Trustee (unless such default was waived, cured or otherwise ceased to exist and thereafter subsequently reoccurred) shall be, or be made, the basis for a subsequent Parent Payment Blockage Notice. Parent may and shall resume payments on and distributions in respect of the Securities pursuant to its obligations under Article III of this First Supplemental Indenture upon the earlier of: (1) in the case of a Holder default referred to in clause (a) above, the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (b) above, the earlier of the date on which such default is cured or waived or ceases to exist or 179 days pass after the date on which the applicable Parent Payment Blockage Notice is received, if the maturity of such Designated Parent Senior Indebtedness has not been accelerated, unless this Article IV otherwise prohibits the payment or distribution at least $5 million the time of such payment or distribution. Upon any payment by Parent, or distribution of assets of Parent of any kind or character, whether in aggregate principal amount cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of Senior Notes outstandingParent (whether voluntary or involuntary) or in bankruptcy, insolvency, receivership or similar proceedings, all amounts due or to become due upon all Parent Senior Indebtedness shall first be paid in full in cash, or other payments with respect satisfactory to the holders of Parent Senior Indebtedness before any payment is made on account of the Senior Notes may principal of, premium, if any, or interest (including Additional Interest, if any) on the Securities pursuant to Article III of this First Supplemental Indenture (except payments made pursuant to Article 10 of the Indenture from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization of Parent or bankruptcy, insolvency, receivership or other proceeding, any payment by Parent, or distribution of assets of Parent of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be made entitled, except for the provision of this Article IV, shall (except as aforesaid) be paid by Parent or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Paying Agent upon receipt from Holders of the Company of immediately available funds prior to 10:00 a.m.Securities or by the Trustee under the Indenture, New York City timeas amended and supplemented by this First Supplemental Indenture, if received by them or it, directly to the Holder holders of Parent Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Parent Senior Indebtedness 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 Parent Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Parent Senior Indebtedness in full in cash, or other payment satisfactory to the holders of Parent Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Parent Senior Indebtedness, before any payment or distribution is made by Parent to the Holders of the Securities or to the Trustee in respect of the Securities. For purposes of this Article IV, the words, "cash, property or securities" shall not be deemed to include shares of stock of Parent as reorganized or readjusted, or securities of Parent or any other 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 IV with respect to the Securities to the payment of all Parent Senior Indebtedness which may at the time be outstanding; provided that (i) the Parent Senior Indebtedness is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Parent Senior Indebtedness (other than leases which are not assumed by Parent or the new corporation, as the case may be) are not, without the consent of such Senior Note (whether holders, altered by federal fundssuch reorganization or readjustment. In the event of the acceleration of the Securities because of an Event of Default and a demand for payment is made on Parent pursuant to Article III of this First Supplemental Indenture, wire transfer no payment or otherwise); provided, however, that no such federal funds, wire transfer or other such direct payment distribution by Parent pursuant to any of its obligations under Article III of this First Supplemental Indenture shall be made to the Trustee or any Holder under of Securities in respect of the principal of, premium, if any, or interest (including Additional Interest, if any) on the Securities, except payments and distributions made by the Trustee as permitted by Section 4.5 of this First Supplemental Indenture, until all Parent Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Parent Senior Indebtedness or such acceleration is rescinded in accordance with the terms of the Indenture. If payment of the Securities is accelerated because of an Event of Default and a demand for payment is made on Parent pursuant to Article III of this First Supplemental Indenture, Parent shall promptly notify holders of Parent Senior Indebtedness of such acceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of Parent of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing provisions in this Section 2.14(b) unless 4.2, shall be received by the Trustee or the Holders of the Securities before all Parent Senior Indebtedness is paid in full, in cash or other payment satisfactory to the holders of Parent Senior Indebtedness, or provision is made for such Holder has payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of Parent Senior Indebtedness, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered written instructions to the holders of Parent Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Parent Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by Parent, for application to the payment of all Parent Senior Indebtedness remaining unpaid to the extent necessary to pay all Parent Senior Indebtedness in full, in cash or other payment satisfactory to the holders of Parent Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Parent Senior Indebtedness. Nothing in this Section 4.2 shall apply to claims of the Trustee under or pursuant to Section 9.7 of the Indenture or to payments to the Trustee prior to the relevant record date for such payment requesting that such payment will be so made and designating the bank account to which such payments shall be so made and, in the case of payments of principal, surrenders the Senior Note to the Trustee in exchange for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder Parent pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment date. The Company will indemnify and hold the Trustee harmless against any loss, liability or expense (including attorneys' fees and expenses) resulting from any act or omission to act on the part of the Company or any such Holder in connection with any such agreement or which the Paying Agent may incur as a result of making any payment in accordance with any such agreement. All payments made on a Redemption Date are subject to Section 2.8 and Article 3 hereof. No later than fifteen (15) days prior to the Maturity Date, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereof, that the Company expects that the final installment of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding.to

Payments to Holders. Notwithstanding The Company shall not make any provisions payment (other than (x) by payment in the form of this Indenture Common Stock, (y) by conversion into Common Stock or (z) in-kind through an increase in principal amount of the Notes) of (i) the principal of, (ii) interest, premium or fees on, and (iii) any and all other amounts with respect to the Notes, including without limitation any cash portion of the Company’s conversion obligation in accordance with Article 4 due upon conversion of, the Notes (including the Fundamental Change Repurchase Amount with respect to the Notes subject to purchase in accordance with Article 3 and any other payment in connection with the conversion of the Notes) (other than cash payments for fractional shares not to exceed $1,000,000 in the aggregate), except, in each case, payments and distributions (x) made by the Trustee and the Senior Notes Paying Agent as permitted by Section 6.05 or (y) to pay, reasonable and documented fees and expenses of the Trustee and the Agents and counsel to the contraryTrustee and the Agents, if: (a) Except a default in the payment of principal, premium, interest or other obligations due on any Secured Senior Indebtedness occurs and is continuing and, for the avoidance of doubt, including any payments to be made on a Redemption Date principal which is accelerated or the Maturity Date, payments deemed accelerated upon any bankruptcy event with respect to the Company or any of the Senior Notes may be made by the Paying Agent upon receipt from the Company of immediately available fundsits Subsidiaries. (or, by check mailed to the Holder, at the address shown in the registrar case of Secured Senior 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 Secured Senior Notes maintained by the Registrar pursuant to Section 2.3 hereofIndebtedness) (a “Payment Default”); or (b) At an event of default, other than a Payment Default, on the request Secured Senior Indebtedness occurs and is continuing (a “Nonpayment Default”) that then permits holders of such Secured Senior Indebtedness to accelerate its maturity and the Trustee has received a payment blockage notice in writing (a “Payment Blockage Notice”) from the Administrative Agent under the Secured Senior Indebtedness. The Company may and shall resume such restricted payments on and distributions in respect of the Notes upon: (1) in the case of a Holder Payment Default, upon the date on which such Payment Default is cured or waived or otherwise ceases to exist; and (2) in the case of a Nonpayment Default referred to in clause (b) above, the earlier of (i) 179 days after the date on which a Payment Blockage Notice is received by the Trustee, and (ii) the date on which the Nonpayment Default is cured or waived or otherwise ceases to exist, unless this Article 6 otherwise prohibits the payment or distribution at least $5 million the time of such payment or distribution. No Nonpayment Default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee, or be made, the basis for a subsequent Payment Blockage Notice (unless such default was waived, cured or otherwise ceased to exist and thereafter subsequently reoccurred). Any payment that is not permitted by this Article 6 to be paid shall continue to accrue and shall not be waived. Notwithstanding any blockage period required hereunder, nothing contained in aggregate principal amount of Senior Notes outstanding, all payments with respect to this Article 6 or elsewhere in this Indenture or in any of the Notes shall prevent the cashless conversion by a holder of any Notes into shares of Common Stock in accordance with the provisions for conversion of such Notes set forth herein. Upon any payment by the Company, 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, receivership or similar proceedings, all amounts due or to become due upon all Secured Senior Notes may Indebtedness shall first be paid in full in cash (except payments made by pursuant to Article 11 from monies deposited with the Paying Agent pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon receipt from any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other similar proceeding, any payment by the Company, or distribution of assets of the Company of immediately available funds prior any kind or character, whether in cash, property or securities, to 10:00 a.m.which the Holders of the Notes, New York City timethe Trustee or any Agents would be entitled, except for the provision of this Article 6, 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 of the Notes or by the Trustee or any Agents under this Indenture if received by them or it, directly to the Holder holders of Secured Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Secured Senior Note Indebtedness 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 Secured Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Secured Senior Indebtedness in full in cash, after giving effect to any concurrent payment or distribution to or for the holders of Secured Senior Indebtedness, before any payment or distribution is made to the Holders of the Notes or to the Trustee or any Agent. In the event of the acceleration of the Notes because of an Event of Default, no payment or distribution (whether other than (x) by federal fundspayment in the form of Common Stock, wire transfer (y) by conversion into Common Stock or otherwise); provided, however, that no such federal funds, wire transfer or other such direct payment (z) in-kind through an increase in principal amount of the Notes) shall be made to the Trustee, any Agent or any Holder under this of Notes in respect of (i) the principal of, (ii) interest, premium or fees on or (iii) any and all other amounts with respect to the Notes, including without limitation any cash portion of the Company’s conversion obligation in accordance with Article 5 due upon conversion of, the Notes (including the Fundamental Change Repurchase Amount with respect to the Notes subject to repurchase in accordance with Article 3 and any other payment in connection with the conversion of the Notes) (other than cash payments for fractional shares not to exceed $1,000,000 in the aggregate), except payments and distributions (i) made by the Trustee and the Paying Agent as permitted by Section 2.14(b6.05 (ii) unless such Holder has delivered written instructions to pay, reasonable and documented fees and expenses of the Trustee and the Agents and counsel to the Trustee prior to and the relevant record date Agents, until all Designated Secured Senior Indebtedness has been paid in full in cash 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 Secured Senior Indebtedness 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 foregoing, shall be received by the Trustee, any Agent or the Holders of the Notes before all Secured Senior Indebtedness is paid in full, in cash, or provision is made for such payment requesting that such payment will be so made and designating the bank account to which such payments shall be so made and, in the case of payments of principal, surrenders the Senior Note to the Trustee in exchange for a Senior Note or Senior Notes aggregating the same principal amount as the unredeemed principal amount of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment date. The Company will indemnify and hold the Trustee harmless against any loss, liability or expense (including attorneys' fees and expenses) resulting from any act or omission to act on the part of the Company or any such Holder in connection with any such agreement or which the Paying Agent may incur as a result of making any payment thereof in accordance with any its terms in cash, such agreement. All payments made on a Redemption Date are subject to Section 2.8 payment or distribution shall be held in trust for the benefit of and Article 3 hereof. No later than fifteen (15) days prior shall be paid over or delivered to the Maturity Dateholders of Secured Senior Indebtedness or their representative or representatives, or to the agent, agents, trustee or trustees under any indenture pursuant to which any instruments evidencing any Secured Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Secured Senior Indebtedness remaining unpaid to the extent necessary to pay all Secured Senior Indebtedness in full, in cash, after giving effect to any concurrent payment or distribution to or for the holders of such Secured Senior Indebtedness. Nothing in this Section 6.02 shall apply to claims of, or payments to, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar or any Agent under or pursuant to Section 2.3 hereof, that 10.07. This Section 6.02 shall be subject to the Company expects that the final installment further provisions of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding6.05.

Payments to Holders. Notwithstanding any provisions of this Indenture and the Senior Notes No payment shall be made with respect to the contrarypayment of Principal Amount, Issue Price, accrued Original Issue Discount, redemption price, Change of Control Payment, interest, if any, or any other payments, on the Notes, except payments and distributions made by the Trustee as permitted by Section 10.05 hereof, if: (ai) Except for a default in any payments to be made on payment obligations in respect of Senior Debt (a Redemption Date or the Maturity Date"Senior Debt Payment Default") occurs and is continuing, payments with respect without regard to any applicable period of the Senior Notes may be made grace (whether at maturity or at a date fixed for payment or by the Paying Agent upon receipt from the Company of immediately available funds, by check mailed to the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereofdeclaration or otherwise); or (bii) At the request of a Holder of at least $5 million in aggregate principal amount of Senior Notes outstanding, all payments any other default occurs and is continuing with respect to any Designated Senior Debt (a "Designated Senior Debt Default") that permits the holders of the Designated Senior Notes may be made by Debt as to which such default relates to accelerate its maturity and the Paying Agent upon receipt Trustee receives a notice of the Designated Senior Debt Default (a "Payment Blockage Notice") from the Company or a Representative for any issue of Designated Senior Debt. If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section 10.02 unless and until at least 365 days shall have elapsed since the initial effectiveness of the immediately available funds prior Payment Blockage Notice. No Designated Senior Debt Default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or shall be made, the basis for a subsequent Payment Blockage Notice unless the Designated Senior Debt Default specified in such prior Payment Blockage Notice shall have been cured or waived for a period of not less than 90 days (it being acknowledged that (x) any action by the Company or any of its Subsidiaries occurring subsequent to delivery of a Payment Blockage Notice with respect to such Designated Senior Debt Default that would give rise to any event of default pursuant to any provision of Senior Debt under which an event of default previously existed (or was continuing at the time of delivery of a Payment Blockage Notice with respect to such Designated Senior Debt Default) shall constitute a new event of default for this purpose and (y) any breach of a financial covenant giving rise to a Senior Debt Payment Default for a period ending subsequent to the date of delivery of the respective Payment Blockage Notice with respect to such Designated Senior Debt Default shall constitute a new event of default for this purpose). The Company may and shall resume payments on and distributions in respect of the Notes upon the earlier of: (1) in case of a Senior Debt Payment Default, the earlier of the date upon which the Senior Debt Payment Default is cured or waived in accordance with the terms of the governing instrument or ceases to exist, or (2) in the case of a Designated Senior Debt Default, the earlier of the date upon which the Designated Senior Debt Default is cured, waived in accordance with the terms of the governing instrument or ceases to exist or 179 days after the date on which the applicable Payment Blockage Notice is received by the Trustee if the maturity of such Designated Senior Debt has not been accelerated, unless this Article 10 otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company 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 or bankruptcy of the Company, whether voluntary or involuntary or insolvency, reorganization, receivership or similar proceedings relating to the Company or its property, or an assignment for the benefit of creditors or any marshaling of the Company's assets or liabilities, all amounts due or to become due upon all Senior Debt shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Debt, or provision shall be made for such payment in cash or other payment satisfactory to the holders of Senior Debt, before any payment is made on account of the Principal Amount, Issue Price, accrued Original Issue Discount, redemption price, Change of Control Payment or interest, if any, in respect of the Notes or any other payment in respect of the Notes (except payments made pursuant to Article 8 hereof from monies deposited with the Trustee pursuant thereto prior to 10:00 a.m.the happening of such dissolution or winding-up or liquidation or reorganization or bankruptcy of Company, New York City timewhether voluntary or involuntary or insolvency, reorganization, receivership or similar proceedings relating to the Company or its property, or an assignment for the benefit of creditors or any marshaling of the Company's assets or liabilities), and upon any such dissolution or winding-up or liquidation or reorganization or bankruptcy of the Company, whether voluntary or involuntary or insolvency, reorganization, receivership or similar proceedings relating to the Company or its property, or an assignment for the benefit of creditors or any marshaling of the Company's assets or liabilities, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee would be entitled, except for the provisions of this Article 10, 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 of the Notes or by the Trustee if received by them or it, directly to the Holder holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders, as calculated by the Company) or their Representative or Representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any such Senior Debt may have been issued, as their respective interests may appear to the extent necessary to pay all such Senior Debt in full in cash or other payment satisfactory to the holders of such Senior Note Debt, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt, before any payment or distribution is made to the Holders or to the Trustee. In the event that any Notes are declared due and payable before their Stated Maturity pursuant to Section 6.02 hereof, then and in such event the Company shall promptly notify holders of its Senior Debt of such acceleration. The Company may not pay monies owed pursuant to the Notes until 120 days have passed after such acceleration occurs and may thereafter pay the Notes only if this Article 10 permits the payment at that time. 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 (whether including, without limitation, by federal funds, wire transfer way of setoff or otherwise); provided, howeverprohibited by the foregoing provisions in this Section 10.02, that no such federal funds, wire transfer shall be received by the Trustee or the Holders of the Notes before all Senior Debt of the Company is paid in full in cash or other such direct payment shall be made to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions satisfactory to the Trustee prior to the relevant record date holders of such Senior Debt, or provision is made for such payment requesting that in cash or other payment satisfactory to the holders of such Senior Debt, such payment will or distribution shall be so made held in trust for the benefit of and designating shall be paid over or delivered to the bank account holders of Senior Debt of the Company or their Representative or Representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any such payments shall be so made andSenior Debt may have been issued, in as their respective interests may appear, as calculated by the case of payments of principalCompany, surrenders the Senior Note for application to the Trustee payment of all such Senior Debt remaining unpaid to the extent necessary to pay all such Senior Debt in exchange full in cash or other payment satisfactory to the holders of such Senior Debt after giving effect to any concurrent payment or distribution, or provision therefor, to or for a the holders of such Senior Note Debt. For purposes of this Article 10, the words, "cash, property or Senior Notes aggregating the same principal amount as the unredeemed principal amount securities" shall not be deemed to include shares of stock of the Senior Notes surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 2.14(b) unless a new instruction is delivered prior to the relevant record date for a payment date. The Company will indemnify and hold the Trustee harmless against any lossas reorganized or readjusted, liability or expense (including attorneys' fees and expenses) resulting from any act or omission to act on the part securities of the Company or any other 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 10 with respect to the Notes to the payment of all Senior Debt of the Company which may at the time be outstanding; provided that (i) such Holder in connection with Senior Debt is assumed by the new corporation, if any, resulting from any such agreement reorganization or which readjustment, and (ii) the Paying Agent rights of the holders of such Senior Debt (other than leases that are not assumed by the Company or the new corporation, as the case may incur 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 corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article 5 hereof shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 10.02 if such other corporation shall, as a result part of making any payment such consolidation, merger, conveyance or transfer, comply with the conditions stated in accordance with any such agreement. All payments made on a Redemption Date are subject to Section 2.8 and Article 3 5 hereof. No later than fifteen (15) days prior Nothing in this Section 10.02 shall apply to the Maturity Dateclaims of, or payments to, the Trustee shall notify the Holder, at the address shown in the registrar of the Senior Notes maintained by the Registrar under or pursuant to Section 2.3 7.07 hereof, that . This Section 10.02 shall be subject to the Company expects that the final installment further provisions of principal of and interest on the Senior Notes will be paid on the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Senior Note and shall specify the place where such Senior Notes may be presented and surrendered for payment of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease to be outstanding10.05 hereof.