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 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; 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 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 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 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 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 (a) The Portuguese Paying Agent or any provisions other relevant Paying Agent from time to time shall make or cause to be made payments of this Indenture and interest or, as the Senior case may be, principal in respect of the Notes to in accordance with the contraryConditions, provided however that: (ai) Except by no earlier than 20 and no later than 16 days prior to any date on which a payment (either of principal or interest) is scheduled to be made, the Principal Paying Agent shall inform the Issuer that the relevant payment will fall due and which is the relevant amount (of principal and/or interest) which will be due and (if any) the Interbolsa fees due and payable by the Issuer on such date (which fees, if any, the Portuguese Paying Agent shall inform the Principal Paying Agent in advance). Such information will be sent by the Principal Paying Agent to the Issuer by email, in accordance with the notice details provided for in Clause 9.3; (ii) by no later than 15 Business Days prior to any date on which a payment (either of principal or interest) is scheduled to be made to the Holders (Information Date), the Issuer shall provide Interbolsa with a written notification, with a copy to the Paying Agents, stating that the relevant payment will be made and containing all necessary information for the purpose of carrying out such payment, including the identity of the relevant Paying Agent who shall make such payments on behalf of the Issuer; (iii) no later than 5 Business Days following the Information Date, the Portuguese Paying Agent shall provide to Interbolsa a file setting out the relevant principal and interest amounts to be paid under the Notes. The Portuguese Paying Agent confirms that it will provide to Interbolsa the standard written irrevocable confirmation, in terms acceptable by Interbolsa, that it will comply with the functions of a paying agent in relation to payments under the Notes (either of principal or interest, as the case may be), for the life of the Notes (without prejudice to the actual payments to be made on by the Portuguese Paying Agent under such functions being subject to the Principal Paying Agent receiving the relevant funds from the Issuer, as foreseen in this Agreement). The Portuguese Paying Agent shall provide the Issuer with a Redemption Date or copy of each irrevocable confirmation provided to Interbolsa pursuant to this Clause 5.3(a)(iii); and (iv) whilst the Maturity DateNotes are held through Interbolsa, payments with payment of principal and interest in respect to any of the Senior Notes may will be made (a) credited, on the relevant payment date and according to the applicable procedures and regulations, by the Portuguese Paying Agent upon receipt from (acting on behalf of the Issuers of immediately available funds, by check mailed Issuer) to the Holder, at the address shown payment current account held in the registrar payment system of the Senior Notes maintained TARGET2 by the Registrar pursuant to Section 2.3; or Affiliate Member of Interbolsa whose control accounts are credited with such Notes and (b) At thereafter credited by such Affiliate Member of Interbolsa from the request of a Holder of at least $5 million in aggregate principal amount of Senior Notes outstanding, all payments with respect aforementioned payment current accounts to any the accounts of the Senior Notes may be made by the Paying Agent upon receipt from the Issuers of immediately available funds prior to 10:00 a.m.Holders or through Euroclear and Clearstream, New York City time, directly Luxembourg to the Holder of such Senior Note (whether by federal fundsaccounts with Euroclear and Clearstream, 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 Luxembourg 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 Issuers will indemnify and hold the Trustee harmless against any lossbeneficial owners of those Notes, liability or expense (including reasonable attorneys' fees and expenses) resulting from any act or omission to act on the part of the 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 agreementthe rules and procedures of Interbolsa, except for any such lossEuroclear or Clearstream, liability or expense arising as a result of the gross negligence or willful misconduct of the Trustee or the Paying AgentLuxembourg, 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 Payments to the Maturity Dateclearing system or to its order shall, to the extent amounts so paid and provided the Notes are still held on behalf of the clearing system, constitute the discharge of the Issuer from its corresponding obligations under the Notes. (b) Nothing contained in this Agreement shall require any Paying Agent to expend or risk their own funds or incur any liability in the performance of its duties or the exercise of any right, power, authority or discretion hereunder if they have justified grounds for believing that the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to them, in particular, the Trustee Paying Agents shall not be obliged (but shall be entitled) to make payments of principal or interest in respect of the Notes until they have received the full amount of any payment due to them under Clause 5.1. (c) If any payment provided for in Clause 5.1(b) is made late but otherwise in accordance with the provisions of this Agreement, the Paying Agents shall nevertheless make payments in respect of the Notes as referred to in Clause 5.3(a) promptly following receipt by it of such payment. (d) Gross-up of payments (i) If the Issuer is required to withhold or deduct any amount for or on account of taxes, duties, assessments or governmental charges as specifically contemplated in Condition 6, it shall give notice thereof to the Principal Paying Agent and the Portuguese Paying Agent as soon as it becomes aware of the requirement to make the withholding or deduction. (ii) If any Paying Agent is compelled to withhold or deduct any amount in respect of the Notes for or on account of any taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, other than by virtue of the relevant Holders failing to satisfy any certification or other requirement in respect of its Notes, the Principal Paying Agent shall give notice of that fact to the Issuer as soon as it becomes aware of the requirement to withhold or deduct. (e) The Paying Agents will not be responsible for making any deduction or withholding from any payment which they make under this Agreement for or on account of any present or future taxes, duties or charges if and to the extent so required by applicable law, which shall be made by each of the Affiliate Members of Interbolsa, in which event such Affiliate Member of Interbolsa shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so withheld or deducted. (f) If any Paying Agent makes any payment in accordance with Clause 5.3(a) it shall be entitled to appropriate for its own account out of the funds received by it under Clause 5.1(a) an amount equal to the amount so paid by it. (g) Notwithstanding what is provided for in Clause 5.3(b), if any Paying Agent makes a payment in respect of the Notes on or after the due date for such payment under the Conditions at a time at which it has not received the full amount of the relevant payment due to it under Clause 5.1(a) and such Paying Agent is not able to be reimbursed by appropriation as described in Clause 5.3(f), then: (i) the Paying Agent shall notify the Holder, Issuer and the Principal Paying Agent of the amount so paid by it and the Notes in relation to which payment of principal interest was made; and (ii) subject to and to the extent of compliance by the Issuer with Clause 5.1(a) (whether or not at the address shown due time), the Issuer shall reimburse such Paying Agent for (A) the amount so paid by it by payment out of the funds received by the Paying Agent or appropriated by it pursuant to Clause 5.3(f) 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 by paying the same by credit transfer to such account with such bank as the Paying Agent may by notice to the Issuer and the Principal Paying Agent have specified for the purpose, provided that any payment made under Clause 5.3(g)(ii)(A) shall satisfy pro tanto the Issuer’s obligations under Clause 5.1(a). (iii) Interest shall accrue for the purpose of Clause 5.3(g)(ii) (before and after judgment) on the basis of a year of 360 days in the registrar case of an amount paid in euro 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 specified by the relevant Paying Agent as reflecting its cost of funds for the time being in relation to the unpaid amount (and the relevant Paying Agent may, upon request, provide such reasonable evidence of the Senior interest, cost, loss or expense which it incurs). (h) Except as ordered by a court of competent jurisdiction or required by law, the Paying Agents may deem and treat the person or entity registered in the Book Entry Registry as the holder of any Note and the absolute owner for all purposes (whether or not such Notes maintained shall be overdue and notwithstanding any notice of ownership or otherwise). Proof of such registration is made by means of a certificate issued by the Registrar relevant Affiliate Member of Interbolsa pursuant to Section 2.3 hereofarticle 78 of the Portuguese Securities Code (“Código dos Valores Mobiliários”). (i) Each Paying Agent shall be bound to fulfil all legal and regulatory obligations applicable to it, that namely the Issuers expect that obligations arising to Paying Agents from the final installment of principal of Portuguese Securities Code, as amended and interest on from the Senior Notes will be paid on regulations issued by the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation CMVM and surrender of such Senior Note by Interbolsa, the obligations arising from this Agreement and shall specify pursuant to 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 outstandingConditions.

Payments to Holders. Notwithstanding any provisions of this Indenture and the Senior Notes No payment shall be made with respect to the contraryprincipal amount at maturity, Issue Price, accrued Original Issue Discount, Redemption Price, Fundamental Change Redemption Price, or interest, if any, in respect of, the Securities by or on behalf of an Issuer (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 Issuers 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 Company Senior Indebtedness or Co-Obligor Senior Indebtedness, as the case may be, has occurred and is continuing (or, in the case of Company Senior Notes maintained by Indebtedness or Co-Obligor Senior Indebtedness, as the Registrar pursuant case may be, 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 Section 2.3exist; or (b) At default (other than a payment default) on Designated Senior Indebtedness of such Issuer occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its maturity and the request of Trustee receives a Holder of at least $5 million in aggregate principal amount of Senior Notes outstanding, all payments with respect to any notice of the Senior Notes may be made by the Paying Agent upon receipt default (a "PAYMENT BLOCKAGE NOTICE") from the 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 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 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 Company or the Paying AgentCo-Obligor, as the case may be, or a Representative of Designated Senior Indebtedness of such Issuer or a holder of Designated Senior Indebtedness of such Issuer. All 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 100 108 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. An Issuer may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (i) in the case of a payment default, 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 (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 Indebtedness has not been accelerated and no Payment Default with respect to any 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 13 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 (b) 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 an Issuer, or distribution of assets of such Issuer of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of such Issuer, whether voluntary or involuntary or in bankruptcy, moratorium of payments, insolvency, receivership or other proceedings, all amounts due or to become due upon all Co-Obligor Senior Indebtedness or Company Senior Indebtedness, as the case may be, 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 a account of the principal amount at maturity, Issue Price, accrued Original Issue Discount, Redemption Date are subject Price, Fundamental Change Redemption Price, or interest, if any, in respect of the Securities (except payments by the Issuers made pursuant to Section 2.8 and Article 3 hereof. No later than fifteen (15) days 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 an Issuer or bankruptcy, insolvency, receivership or other proceeding, any payment 101 109 by an Issuer, or distribution of assets of an Issuer of any kind or character, whether in cash, property or securities, to which the Maturity DateHolders or the Trustee would be entitled, except for the provision of this Article 13, shall (except as aforesaid) be paid by such Issuer 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 holders of Company Senior Indebtedness or Co-Obligor Senior Indebtedness, as the case may be, (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, 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. For purposes of this Article 13, the words, "cash, property or securities" shall not be deemed to include a payment or distribution of stock of an Issuer as reorganized or readjusted, or securities of an Issuer 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 13 with respect to the Securities to the payment of all Company Senior Indebtedness or Co-Obligor Senior Indebtedness, as the case may be, which may at the time be outstanding; provided that (i) such 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 Issuer 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 an Issuer into another corporation or the liquidation or dissolution of an Issuer 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 7 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 13.02 if such other corporation shall, as a part of 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 Holder of Securities in respect of the principal amount at maturity, Issue Price, accrued Original Issue Discount, Redemption Price, Fundamental Change Redemption Price, or interest, if any, in respect of, the Securities by an Issuer (including, but 102 110 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 Company Senior Indebtedness or Co-Obligor Senior Indebtedness as the case may be, 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 Issuers 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 an Issuer 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 Company Senior Indebtedness or Co-Obligor Senior Indebtedness as the case may be, 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 Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Issuers, 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 therefor, to or for the holders of such Senior Indebtedness. Nothing in this Article 13 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 Issuers expect 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 be made on a Redemption Date or the Maturity Date, cash payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Issuers 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 2.32.3 hereof; or (b) At the request of a Holder of at least $5 million in aggregate principal amount of Senior Notes outstanding, all cash payments with respect to any of the Senior Notes may be made by the Paying Agent upon receipt from the Issuers Company of immediately available funds prior to 10:00 a.m., New York City time, directly to the such 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(b2.15(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(b2.15(b) unless a new instruction is delivered prior to the relevant record date for a payment date. The Issuers Company 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 Issuers 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, 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 Issuers expect 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 (a) The Portuguese Paying Agent or any provisions other relevant Paying Agent from time to time shall make or cause to be made payments of this Indenture and interest or, as the Senior case may be, principal in respect of the Notes to in accordance with the contraryConditions, provided however that: (ai) Except by no earlier than 20 and no later than 16 days prior to any date on which a payment (either of principal or interest) is scheduled to be made, the Principal Paying Agent shall inform the Issuer that the relevant payment will fall due and which is the relevant amount (of principal and/or interest) which will be due and (if any) the Interbolsa fees due and payable by the Issuer on such date (which fees, if any, the Portuguese Paying Agent shall inform the Principal Paying Agent in advance). Such information will be sent by the Principal Paying Agent to the Issuer by email, in accordance with the notice details provided for in Clause 9.3; (ii) by no later than 15 Business Days prior to any date on which a payment (either of principal or interest) is scheduled to be made to the Holders (Information Date), the Issuer shall provide Interbolsa with a written notification, with a copy to the Paying Agents, stating that the relevant payment will be made and containing all necessary information for the purpose of carrying out such payment, including the identity of the relevant Paying Agent who shall make such payments on behalf of the Issuer; (iii) no later than 5 Business Days following the Information Date, the Portuguese Paying Agent shall provide to Interbolsa a file setting out the relevant principal and interest amounts to be paid under the Notes. (The Portuguese Paying Agent confirms that it will provide to Interbolsa the standard written irrevocable confirmation, in terms acceptable by Interbolsa, that it will comply with the functions of a paying agent in relation to payments under the Notes (either of principal or interest, as the case may be), for the life of the Notes (without prejudice to the actual payments to be made on by the Portuguese Paying Agent under such functions being subject to the Principal Paying Agent receiving the relevant funds from the Issuer, as foreseen in this Agreement). The Portuguese Paying Agent shall provide the Issuer with a Redemption Date or copy of each irrevocable confirmation provided to Interbolsa pursuant to this Clause 5.3(a)(iii); and (iv) whilst the Maturity DateNotes are held through Interbolsa, payments with payment of principal and interest in respect to any of the Senior Notes may will be made (a) credited, on the relevant payment date and according to the applicable procedures and regulations, by the Portuguese Paying Agent upon receipt from (acting on behalf of the Issuers of immediately available funds, by check mailed Issuer) to the Holder, at the address shown payment current account held in the registrar payment system of the Senior Notes maintained TARGET2 by the Registrar pursuant to Section 2.3; or Interbolsa Participants whose control accounts are credited with such Notes and (b) At thereafter credited by such Interbolsa Participants from the request of a Holder of at least $5 million in aggregate principal amount of Senior Notes outstanding, all payments with respect aforementioned payment current accounts to any the accounts of the Senior Notes may be made by the Paying Agent upon receipt from the Issuers of immediately available funds prior to 10:00 a.m.Holders or through Euroclear and Clearstream, New York City time, directly Luxembourg to the Holder of such Senior Note (whether by federal fundsaccounts with Euroclear and Clearstream, 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 Luxembourg 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 Issuers will indemnify and hold the Trustee harmless against any lossbeneficial owners of those Notes, liability or expense (including reasonable attorneys' fees and expenses) resulting from any act or omission to act on the part of the 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 agreementthe rules and procedures of Interbolsa, except for any such lossEuroclear or Clearstream, liability or expense arising as a result of the gross negligence or willful misconduct of the Trustee or the Paying AgentLuxembourg, 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 Payments to the Maturity Dateclearing system or to its order shall, to the extent amounts so paid and provided the Notes are still held on behalf of the clearing system, constitute the discharge of the Issuer from its corresponding obligations under the Notes. (b) Nothing contained in this Agreement shall require any Paying Agent to expend or risk their own funds or incur any liability in the performance of its duties or the exercise of any right, power, authority or discretion hereunder if they have justified grounds for believing that the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to them, in particular, the Trustee Paying Agents shall not be obliged (but shall be entitled) to make payments of principal or interest in respect of the Notes until they have received the full amount of any payment due to them under Clause 5.1. (c) If any payment provided for in Clause 5.1(b) is made late but otherwise in accordance with the provisions of this Agreement, the Paying Agents shall nevertheless make payments in respect of the Notes as referred to in Clause 5.3(a) promptly following receipt by it of such payment. (d) Gross-up of payments (i) If the Issuer is required to withhold or deduct any amount for or on account of taxes, duties, assessments or governmental charges as specifically contemplated in Condition 6, it shall give notice thereof to the Principal Paying Agent and the Portuguese Paying Agent as soon as it becomes aware of the requirement to make the withholding or deduction. (ii) If any Paying Agent is compelled to withhold or deduct any amount in respect of the Notes for or on account of any taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, other than by virtue of the relevant Holders failing to satisfy any certification or other requirement in respect of its Notes, the Principal Paying Agent shall give notice of that fact to the Issuer as soon as it becomes aware of the requirement to withhold or deduct. (e) The Paying Agents will not be responsible for making any deduction or withholding from any payment which they make under this Agreement for or on account of any present or future taxes, duties or charges if and to the extent so required by applicable law, which shall be made by each of the Interbolsa Participants, in which event such Interbolsa Participant shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so withheld or deducted. (f) If any Paying Agent makes any payment in accordance with Clause 5.3(a) it shall be entitled to appropriate for its own account out of the funds received by it under Clause 5.1(a) an amount equal to the amount so paid by it. (g) Notwithstanding what is provided for in Clause 5.3(b), if any Paying Agent makes a payment in respect of the Notes on or after the due date for such payment under the Conditions at a time at which it has not received the full amount of the relevant payment due to it under Clause 5.1(a) and such Paying Agent is not able to be reimbursed by appropriation as described in Clause 5.3(f), then: (i) the Paying Agent shall notify the Holder, Issuer and the Principal Paying Agent of the amount so paid by it and the Notes in relation to which payment of principal interest was made; and (ii) subject to and to the extent of compliance by the Issuer with Clause 5.1(a) (whether or not at the address shown due time), the Issuer shall reimburse such Paying Agent for (A) the amount so paid by it by payment out of the funds received by the Paying Agent or appropriated by it pursuant to Clause 5.3(f) 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 by paying the same by credit transfer to such account with such bank as the Paying Agent may by notice to the Issuer and the Principal Paying Agent have specified for the purpose, provided that any payment made under Clause 5.3(g)(ii)(A) shall satisfy pro tanto the Issuer’s obligations under Clause 5.1(a). (iii) Interest shall accrue for the purpose of Clause 5.3(g)(ii) (before and after judgment) on the basis of a year of 360 days in the registrar case of an amount paid in euro 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 specified by the relevant Paying Agent as reflecting its cost of funds for the time being in relation to the unpaid amount (and the relevant Paying Agent may, upon request, provide such reasonable evidence of the Senior interest, cost, loss or expense which it incurs). (h) Except as ordered by a court of competent jurisdiction or required by law, the Paying Agents may deem and treat the person or entity registered in the Book Entry Registry as the holder of any Note and the absolute owner for all purposes (whether or not such Notes maintained shall be overdue and notwithstanding any notice of ownership or otherwise). Proof of such registration is made by means of a certificate issued by the Registrar relevant Interbolsa Participant pursuant to Section 2.3 hereofarticle 78 of the Portuguese Securities Code (“Código dos Valores Mobiliários”). (i) Each Paying Agent shall be bound to fulfil all legal and regulatory obligations applicable to it, that namely the Issuers expect that obligations arising to Paying Agents from the final installment of principal of Portuguese Securities Code, as amended and interest on from the Senior Notes will be paid on regulations issued by the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation CMVM and surrender of such Senior Note by Interbolsa, the obligations arising from this Agreement and shall specify pursuant to 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 outstandingConditions.

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 Issuers Issuer 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; or (b) At the request of a Holder of at least $5 10 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 Issuers Issuer 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); providedPROVIDED, howeverHOWEVER, 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 Issuers Issuer 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 Issuers Issuer 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 Issuers expect Issuer 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 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; 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 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 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 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 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 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, Purchase Price, Fundamental Change Purchase 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 Designated 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 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 2.3declaration 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 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 Indebtedness or a Representative of 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 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 shall be the basis for a subsequent Payment Blockage Notice (it being acknowledged that (x) any 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 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 respect of the Securities: (1) in case of a default referred to in clause (i) above, the earlier of the date upon which the 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 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 Designated Senior Notes may be made 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 Paying Agent Company or distribution of assets of the Company of any kind or character, whether in Cash, property or securities, to creditors upon receipt 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 Senior Indebtedness before any payment is made on account of the Principal Amount, Issue Price, accrued Original Issue Discount, Redemption Price, Purchase Price, Fundamental Change Purchase Price, interest or any other amounts payable, if any, in respect of the Securities (except payments made pursuant to Article 8 hereof from monies deposited with the Issuers of immediately available funds Trustee pursuant thereto prior to 10:00 a.m.the happening of such dissolution or winding-up or liquidation or reorganization or bankruptcy of the Company, New York City timewhether 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 Holder 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 Note 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 pursuant to Section 6.02 hereof, then and in such event the Company shall promptly notify holders of its Designated 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 (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 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 received 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 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 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 AgentHolders 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. All payments made on 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 Redemption Date are subject to dissolution, winding-up, liquidation or reorganization for the purposes of this Section 2.8 and 10.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in 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 Issuers expect 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 of this Indenture and the Senior Notes to the contrary: (a) Except for Holders of Notes of each Class shall, subject to the priorities and conditions set forth in Section 12.02(d) or Section 6.08, be entitled to receive payments of interest and principal on each Payment Date (including any payments to be made on a Redemption Date Overdue Interest, Overdue Basic Principal Payments and Deferred Supplemental Principal Payments). Any payment of interest or the Maturity Date, payments principal payable with respect to the Notes on the applicable Payment Date shall be made to the Person in whose name such Note is registered at the close of business on the Record Date for such Payment Date in the manner provided in Section 3.02(c). (b) All reductions in the Note Principal Balance of a Note (or one or more Predecessor Notes) effected by payments of principal made on any Payment Date shall be binding upon all Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. (c) The Indenture Trustee shall pay to each Holder of record as of the Senior Notes may be made related Record Date either (i) by the Paying Agent upon receipt from the Issuers of wire transfer, in immediately available fundsfunds to the account of such Holder at a bank or other entity having appropriate facilities therefor, if such Holder shall have provided to the Indenture Trustee appropriate written instructions at least five Business Days prior to related Payment Date (which instructions shall remain in effect for subsequent Payment Dates unless revoked by such Holder), or (ii) if the Indenture Trustee has not received timely written instructions regarding the account of a Holder, by check mailed to the Holder, such Holder at the address shown of such Holder appearing in the registrar of Note Register, the Senior Notes maintained by the Registrar amounts to be paid to such Holder pursuant to Section 2.3; 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 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)Holder's Notes; provided, however, that no so long as the Notes are registered in the name of the Security Depository such federal funds, wire transfer or other such direct payment payments shall be made to any Holder under this Section 2.14(bthe nominee thereof in immediately available funds. (d) unless such Holder has delivered written instructions Unless the Controlling Party otherwise directs in the case of an acceleration of the Notes following the occurrence of an Event of Default, (a) all payments of principal and interest with respect to the Trustee prior to Class A-1 Notes, the relevant record date for such payment requesting that such payment will be so made Class A-2 Notes and designating the bank account to which such payments Class B Notes shall be so made andpayable solely from amounts held in the NARCAT Collection Account or, in the case of the Class A-1 Notes and the Class A-2 Notes, from amounts funded under the Class A Note Policy, and (b) all payments of principal, surrenders the Senior Note principal and interest with respect to the Trustee in exchange for a Senior Note or Senior Class A-3 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 Issuers will indemnify and hold the Trustee harmless against any loss, liability or expense (including reasonable attorneys' fees and expenses) resulting payable solely from any act or omission to act on the part of the 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 amounts held in the registrar of CARCAT Collection Account or from amounts funded under the Senior Notes maintained by the Registrar pursuant to Section 2.3 hereof, that the 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 Class A 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 outstandingPolicy.

Payments to Holders. Notwithstanding (a) The Portuguese Paying Agent or any provisions other relevant Paying Agent from time to time shall make or cause to be made payments of this Indenture and interest or, as the Senior case may be, principal in respect of the Notes to in accordance with the contraryConditions, provided however that: (ai) Except by no earlier than 20 and no later than 16 days prior to any date on which a payment (either of principal or interest) is scheduled to be made, the Principal Paying Agent shall inform the Issuer that the relevant payment will fall due and which is the relevant amount (of principal and/or interest) which will be due and (if any) the Interbolsa fees due and payable by the Issuer on such date (which fees, if any, the Portuguese Paying Agent shall inform the Principal Paying Agent in advance). Such information will be sent by the Principal Paying Agent to the Issuer by email, in accordance with the notice details provided for in Clause 9.3; (ii) by no later than 15 Business Days prior to any date on which a payment (either of principal or interest) is scheduled to be made to the Holders (Information Date), the Issuer shall provide Interbolsa with a written notification, with a copy to the Paying Agents, stating that the relevant payment will be made and containing all necessary information for the purpose of carrying out such payment, including the identity of the relevant Paying Agent who shall make such payments on behalf of the Issuer; (iii) no later than 5 Business Days following the Information Date, the Portuguese Paying Agent shall provide to Interbolsa a file setting out the relevant principal and interest amounts to be paid under the Notes. (The Portuguese Paying Agent confirms that it will provide to Interbolsa the standard written irrevocable confirmation, in terms acceptable by Interbolsa, that it will comply with the functions of a paying agent in relation to payments under the Notes (either of principal or interest, as the case may be), for the life of the Notes (without prejudice to the actual payments to be made on by the Portuguese Paying Agent under such functions being subject to the Principal Paying Agent receiving the relevant funds from the Issuer, as foreseen in this Agreement). The Portuguese Paying Agent shall provide the Issuer with a Redemption Date or copy of each irrevocable confirmation provided to Interbolsa pursuant to this Clause 5.3(a)(iii)); and (iv) whilst the Maturity DateNotes are held through Interbolsa, payments with payment of principal and interest in respect to any of the Senior Notes may will be made (a) credited, on the relevant payment date and according to the applicable procedures and regulations, by the Portuguese Paying Agent upon receipt from (acting on behalf of the Issuers of immediately available funds, by check mailed Issuer) to the Holder, at the address shown payment current account held in the registrar payment system of the Senior Notes maintained TARGET2 by the Registrar pursuant to Section 2.3; or Affiliate Member of Interbolsa whose control accounts are credited with such Notes and (b) At thereafter credited by such Affiliate Member of Interbolsa from the request of a Holder of at least $5 million in aggregate principal amount of Senior Notes outstanding, all payments with respect aforementioned payment current accounts to any the accounts of the Senior Notes may be made by the Paying Agent upon receipt from the Issuers of immediately available funds prior to 10:00 a.m.Holders or through Euroclear and Clearstream, New York City time, directly Luxembourg to the Holder of such Senior Note (whether by federal fundsaccounts with Euroclear and Clearstream, 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 Luxembourg 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 Issuers will indemnify and hold the Trustee harmless against any lossbeneficial owners of those Notes, liability or expense (including reasonable attorneys' fees and expenses) resulting from any act or omission to act on the part of the 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 agreementthe rules and procedures of Interbolsa, except for any such lossEuroclear or Clearstream, liability or expense arising as a result of the gross negligence or willful misconduct of the Trustee or the Paying AgentLuxembourg, 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 Payments to the Maturity Dateclearing system or to its order shall, to the extent amounts so paid and provided the Notes are still held on behalf of the clearing system, constitute the discharge of the Issuer from its corresponding obligations under the Notes. (b) Nothing contained in this Agreement shall require any Paying Agent to expend or risk their own funds or incur any liability in the performance of its duties or the exercise of any right, power, authority or discretion hereunder if they have justified grounds for believing that the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to them, in particular, the Trustee Paying Agents shall not be obliged (but shall be entitled) to make payments of principal or interest in respect of the Notes until they have received the full amount of any payment due to them under Clause 5.1. (c) If any payment provided for in Clause 5.1(b) is made late but otherwise in accordance with the provisions of this Agreement, the Paying Agents shall nevertheless make payments in respect of the Notes as referred to in Clause 5.3(a) promptly following receipt by it of such payment. (d) Gross-up of payments (i) If the Issuer is required to withhold or deduct any amount for or on account of taxes, duties, assessments or governmental charges as specifically contemplated in Condition 6, it shall give notice thereof to the Principal Paying Agent and the Portuguese Paying Agent as soon as it becomes aware of the requirement to make the withholding or deduction. (ii) If any Paying Agent is compelled to withhold or deduct any amount in respect of the Notes for or on account of any taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, other than by virtue of the relevant Holders failing to satisfy any certification or other requirement in respect of its Notes, the Principal Paying Agent shall give notice of that fact to the Issuer as soon as it becomes aware of the requirement to withhold or deduct. (e) The Paying Agents will not be responsible for making any deduction or withholding from any payment which they make under this Agreement for or on account of any present or future taxes, duties or charges if and to the extent so required by applicable law, which shall be made by each of the Affiliate Members of Interbolsa, in which event such Affiliate Member of Interbolsa shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so withheld or deducted. (f) If any Paying Agent makes any payment in accordance with Clause 5.3(a) it shall be entitled to appropriate for its own account out of the funds received by it under Clause 5.1(a) an amount equal to the amount so paid by it. (g) Notwithstanding what is provided for in Clause 5.3(b), if any Paying Agent makes a payment in respect of the Notes on or after the due date for such payment under the Conditions at a time at which it has not received the full amount of the relevant payment due to it under Clause 5.1(a) and such Paying Agent is not able to be reimbursed by appropriation as described in Clause 5.3(f), then: (i) the Paying Agent shall notify the Holder, Issuer and the Principal Paying Agent of the amount so paid by it and the Notes in relation to which payment of principal interest was made; and (ii) subject to and to the extent of compliance by the Issuer with Clause 5.1(a) (whether or not at the address shown due time), the Issuer shall reimburse such Paying Agent for (A) the amount so paid by it by payment out of the funds received by the Paying Agent or appropriated by it pursuant to Clause 5.3(f) 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 by paying the same by credit transfer to such account with such bank as the Paying Agent may by notice to the Issuer and the Principal Paying Agent have specified for the purpose, provided that any payment made under Clause 5.3(g)(ii)(A) shall satisfy pro tanto the Issuer’s obligations under Clause 5.1(a). (iii) Interest shall accrue for the purpose of Clause 5.3(g)(ii) (before and after judgment) on the basis of a year of 360 days in the registrar case of an amount paid in euro 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 specified by the relevant Paying Agent as reflecting its cost of funds for the time being in relation to the unpaid amount (and the relevant Paying Agent may, upon request, provide such reasonable evidence of the Senior interest, cost, loss or expense which it incurs). (h) Except as ordered by a court of competent jurisdiction or required by law, the Paying Agents may deem and treat the person or entity registered in the Book Entry Registry as the holder of any Note and the absolute owner for all purposes (whether or not such Notes maintained shall be overdue and notwithstanding any notice of ownership or otherwise). Proof of such registration is made by means of a certificate issued by the Registrar relevant Affiliate Member of Interbolsa pursuant to Section 2.3 hereofarticle 78 of the Portuguese Securities Code (“Código dos Valores Mobiliários”). (i) Each Paying Agent shall be bound to fulfil all legal and regulatory obligations applicable to it, that namely the Issuers expect that obligations arising to Paying Agents from the final installment of principal of Portuguese Securities Code, as amended and interest on from the Senior Notes will be paid on regulations issued by the Maturity Date. Such notice shall specify that such final installment will be payable only upon presentation CMVM and surrender of such Senior Note by Interbolsa, the obligations arising from this Agreement and shall specify pursuant to 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 outstandingConditions.

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 Issuers 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 2.32.3 hereof; or (b) At the request of a Holder of at least $5 million in aggregate principal amount of Senior Notes outstandingHolder, all payments with respect to any of the Senior Notes Notes, may be made by the Paying Agent upon receipt from the Issuers 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, 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 Issuers Company 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 Issuers 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, 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 Issuers expect 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 No payment shall be made with respect to the Notes, including the payment of this Indenture principal of or interest on all Notes and the Senior Notes Fundamental Change Purchase Price with respect to the contraryNotes subject to purchase in accordance with Article 14, except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 15.05, if either of the following occurs: (a) Except for the Company defaults in its obligations to pay the principal, premium, interest or other amounts due on any Senior Debt, including a default under any redemption or repurchase obligation, and the default continues beyond any period of grace that the Company has to make those 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 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“Payment Default”); or (b) At any other default occurs and is continuing on any Designated Senior Debt and (i) the request default permits the holders of the Designated Senior Debt to accelerate its maturity and a Responsible Officer of the Trustee has received at the Corporate Trust Office a written notice (a “Payment Blockage Notice”) of the default from the Company, the holder of such Designated Senior Debt or a Representative of the Designated Senior Debt (a “Non-Payment Default”). 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 Notes 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 and interest with respect to the Notes 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 with respect to Designated Senior Notes Debt whose holders or Representative delivered the Payment Blockage Notice may be made the basis of a subsequent Payment Blockage Notice by the Paying Agent holders or Representative 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 Notes upon: (1) in the case of a Payment Default, the date upon receipt which the default is cured or waived or ceases to exist, or (2) in the case of a Non-Payment Default, 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) the 179th day after the date on which the applicable Payment Blockage Notice is received, in either case, unless the maturity of the Designated Senior Debt has been accelerated or 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 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 Notes or the Fundamental Change Purchase Price with respect to the Notes subject to purchase in accordance with Article 14 (except, to the extent required by applicable law, payments made pursuant to Article 11 from monies deposited with the Issuers of immediately available funds 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 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 Notes 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 Notes 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 10 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 15.02 if such other corporation shall, as a part of such Senior Note consolidation, merger, 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 (whether including, without limitation, by federal funds, wire transfer way of setoff or otherwise); provided, howeverprohibited by the foregoing, 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 received 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 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 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 AgentHolders of the Notes before all Senior Debt is paid in full, in cash or other payment satisfactory to the holders of Senior Debt, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of Senior Debt, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Debt or their Representative or Representatives, as their respective interests may appear, as calculated by the 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 Company, for application to the Maturity Datepayment 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 15.02 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 5.05 and Section 6.06. This Section 15.02 shall be subject to the Issuers expect 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 Parent shall make no payment 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 10A.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 Parent 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 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 2.3declaration 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 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 Payment Blockage Notice from a holder of Designated Senior Indebtedness, or a Representative of 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 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 shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not less than 90 days (it being acknowledged that (x) any action of Parent 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 Parent Senior Indebtedness under which an event of default previously existed (or was continuing at the time of delivery of such 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.) Parent may and shall resume payments on and distributions in 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 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 Notes may Indebtedness has not been accelerated, unless this Article 10A otherwise prohibits the payment or distribution at 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 cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization or bankruptcy of Parent, whether voluntary or involuntary or insolvency, receivership or similar proceedings relating to Parent or its property, or an assignment for the benefit of creditors or any marshaling of Parent's assets or liabilities, all amounts due or to become due upon all Parent Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Parent 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 pursuant to Article 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 Parent, whether voluntary or involuntary or insolvency, receivership or similar proceedings relating to Parent or its property, or an assignment of the benefit of creditors or any marshaling of Parent'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 Parent or its property, or an assignment of the benefit of creditors or any marshalling of Parent's assets or liabilities, 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 entitled, except for the provisions of this Article 10A, 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 Issuers of immediately available funds prior to 10:00 a.m., New York City timeSecurities or by the Trustee under this Indenture if received by them or it, directly to the Holder holders of Parent Senior Indebtedness 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 Parent Senior Indebtedness may have been issued, as their respective interests may appear to the extent necessary to pay all such Parent Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Note (whether by federal fundsIndebtedness, wire transfer or otherwise); provided, however, that no such federal funds, wire transfer or other such direct payment shall be made after giving effect to any Holder under this Section 2.14(b) unless such Holder has delivered written instructions concurrent payment or distribution to or for 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 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 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 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 holders of such Senior Note and shall specify Indebtedness, before any payment or distribution is made to the place where such Senior Notes may be presented and surrendered for payment Holders of such installment. Additionally, in accordance with Section 2.8, such Senior Notes shall cease the Securities or to be outstanding.the

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, Purchase Price, Fundamental Change Purchase 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 Designated 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 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 2.3declaration 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 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 Indebtedness or a Representative of 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 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 shall be the basis for a subsequent Payment Blockage Notice (it being acknowledged that (x) any 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 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 respect of the Securities: (1) in case of a default referred to in clause (i) above, the earlier of the date upon which the 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 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 Designated Senior Notes may be made 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 Paying Agent Company or distribution of assets of the Company of any kind or character, whether in Cash, property or securities, to creditors upon receipt 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 Senior Indebtedness before any payment is made on account of the Principal Amount, Issue Price, accrued Original Issue Discount, Redemption Price, Purchase Price, Fundamental Change Purchase Price, interest or any other amounts payable, if any, in respect of the Securities (except payments made pursuant to Article 8 hereof from monies deposited with the Issuers of immediately available funds Trustee pursuant thereto prior to 10:00 a.m.the happening of such dissolution or winding-up or liquidation or reorganization or bankruptcy of the Company, New York City timewhether 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 Holder 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 Note 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 pursuant to Section 6.02 hereof, then and in such event the Company shall promptly notify holders of its Designated 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 (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 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 received 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 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 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 AgentHolders 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. All payments made on 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 Redemption Date are subject to dissolution, winding-up, liquidation or reorganization for the purposes of this Section 2.8 and 10.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in 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 Issuers expect 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.