Common use of Payments to Noteholders Clause in Contracts

Payments to Noteholders. 8.1 Payments in respect of Current Issuer Notes: Each Paying Agent acting through its Specified Office shall make payments of interest and principal in respect of the Current Issuer Notes in accordance with the Current Issuer Conditions and so long as the Current Issuer Notes are evidenced by Global Note Certificates, the terms thereof, provided however, that: (a) no Paying Agent will make any payment of interest or principal in respect of any class of the Current Issuer Notes in an amount which is greater than the amount of interest or principal payable in accordance with the Current Issuer Conditions in respect of such class of Current Issuer Notes and notified to the Paying Agents in accordance with Clause 7.4 (Confirmation of Amounts Payable in respect of the Current Issuer Notes); (b) whilst the Current Issuer Notes of any class continue to be represented by Global Note Certificates, all payments of principal or interest (as the case may be) due in respect of such Current Issuer Notes will be payable to, or to the order of, DTC or its nominee or Euroclear, Clearstream Luxembourg or their nominee; (c) if any Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Issuer in writing of such presentation or surrender and shall not make payment against the same until it is so instructed by the Current Issuer and has received the amount to be so paid; (d) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled by it to the Registrar; (e) all payments in respect of the Current Issuer Notes will be distributed without deduction or withholding for any taxes, duties, assessments or other governmental charges of whatever nature except as and then only to the extent required by applicable law, in which case each Paying Agent shall be entitled to make such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; and (f) a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if it has not received the full amount of any payment due to it under Clause 7 (Payments to the Paying Agents).

Payments to Noteholders. 8.1 Payments In the event and during the continuation of any default in respect the payment of Current Issuer Notes: Each Paying Agent acting through its Specified Office shall make payments of principal, premium, interest and principal in respect or any other payment due on any Senior Indebtedness of the Current Issuer Notes continuing beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness of the Issuer, then, unless and until such default shall have been cured or waived or shall have ceased to exist, no payment shall be made by the Issuer with respect to the principal of, or premium, if any, or interest on the Notes. Upon any payment by the Issuer, or distribution of assets of the 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 the Issuer, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness of the Issuer shall first be paid in full, or payment thereof provided for in money in accordance with the Current Issuer Conditions and so long as the Current Issuer Notes are evidenced by Global Note Certificatesits terms, the terms thereof, provided however, that: (a) no Paying Agent will make before any payment of interest or principal in respect of any class is made on account of the Current Issuer principal (and premium, if any) or interest on the Notes in an amount which is greater than the amount of interest or principal payable in accordance (except payments made pursuant to Article 11 hereof from monies deposited with the Current Issuer Conditions in respect Trustee pursuant thereto prior to the happening of such class dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization any payment by the Issuer, or distribution of Current assets of the Issuer of and kind or character, whether in cash, property or securities, to which the holders of the Notes and notified or the Trustee would be entitled, except for the provisions of this Article 15, shall (except as aforesaid) be paid by the Issuer 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 Paying Agents in accordance with Clause 7.4 (Confirmation holders of Amounts Payable in respect Senior Indebtedness of the Current Issuer Notes); (bpro rata to such holders on the basis of the respective amounts of Senior Indebtedness of the Issuer held by such holders, as calculated by the Issuer) whilst the Current Issuer Notes of any class continue to be represented by Global Note Certificates, all payments of principal or interest (as the case may be) due in respect of such Current Issuer Notes will be payable totheir representative or representatives, or to the order of, DTC trustee or its nominee or Euroclear, Clearstream Luxembourg or their nominee; (c) if trustees under any Note Certificate is presented or surrendered for payment indenture pursuant to which any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Issuer in writing of such presentation or surrender and shall not make payment against the same until it is so instructed by the Current Issuer and has received the amount to be so paid; (d) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled by it to the Registrar; (e) all payments in respect instruments evidencing any Senior Indebtedness of the Current Issuer Notes will be distributed without deduction or withholding for any taxesmay have been issued, dutiesas their respective interests may appear, assessments or other governmental charges of whatever nature except as and then only to the extent required by applicable lawnecessary to pay all Senior Indebtedness of the Issuer in full, in which case each Paying Agent money or money’s worth, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness of the Issuer, before any payment or distribution is made to the Holders of the Notes or to the Trustee. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be entitled received by the Trustee or the Holders of the Notes before all Senior Indebtedness of the Issuer is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to make such deduction the holders of Senior Indebtedness of the Issuer or withholding from their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness of the Issuer may have been issued, as their respective interests may appear, as calculated by the Issuer, for application to the payment which it makes hereunder. If any such deduction or withholding is required of all Senior Indebtedness of the Issuer remaining unpaid to be made, then neither the Current Issuer nor any other person will be obliged extent necessary to pay all Senior Indebtedness of the Issuer in full in money in accordance with its terms, after giving effect to any additional amounts in respect thereof; and (f) a Paying Agent concurrent payment or distribution to or for the holders of such Senior Indebtedness. For purposes of this Article 15, the words, “cash, property or securities” shall not be obliged (but shall be entitled) deemed to make payments include partnership interests of principal the Issuer as reorganized or interest if it has not received readjusted, or securities of the full amount Issuer or any other corporation provided for by a plan of any reorganization or readjustment, the payment due to it under Clause 7 (Payments of which is subordinated at least to the Paying Agents)extent provided in this Article 15 with respect to the Notes to the payment of all Senior Indebtedness of the Issuer which may at the time be outstanding; provided that (i) the Senior Indebtedness of the Issuer is assumed by the new corporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior Indebtedness of the Issuer (other than leases) and of leases which are assumed are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Issuer with, or the merger of the Issuer into, another corporation or the liquidation or dissolution of the 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 10 hereof 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 consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 10 hereof. Nothing in this Section 15.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.06.

Payments to Noteholders. 8.1 Payments No payment (including pursuant to any redemption or repurchase of Notes) shall be made with respect to the principal of, or premium, if any, or interest (including Liquidated Damages, if any) on the Notes, except payments and distributions made by the Trustee as permitted by Section 4.6, if: (1) a default in the payment of principal, premium, if any, or interest or other payment due on Designated Senior Indebtedness occurs and is continuing beyond any applicable period of grace; or (2) any other default occurs and is continuing with respect to Designated Senior Indebtedness that then permits holders of Current Issuer Notes: Each Paying Agent acting through the Designated Senior Indebtedness as to which such default related to accelerate its Specified Office maturity and the Trustee and the Company receive a notice of such default (a "Payment Blockage Notice") from a representative of Designated Senior Indebtedness or a holder of Designated Senior Indebtedness or the Company. The Company may and shall make resume payments on the Notes (1) in the case of a payment default, on the date upon which such default is cured or waived or ceases to exist, and (2) in the case of a nonpayment default with respect to Designated Senior Indebtedness, on the earlier of the date on which the nonpayment default is cured or waived or ceases to exist or 179 days pass after the date on which the applicable Payment Blockage Notice is received. No new period of payment blockage may be commenced pursuant to a Payment Blockage Notice unless (A) at least 365 days shall have elapsed since the first day of effectiveness of the immediately prior Payment Blockage Notice and (B) all scheduled payments of principal, premium, if any, and interest and principal on the Notes that have come due have been paid in respect full in cash, or in such other form of payment as may be acceptable to the holders of the Current Issuer Notes. No default (whether or not such event of default is on the same issue of Designated Senior Indebtedness) 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. In addition, in the event of any acceleration of the Notes because of an Event of Default, no payment or distribution (including with respect to any redemption or repurchase of the Notes) shall be made to the Trustee or any holder of Notes with respect to the principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes, except payments and distributions made by the Trustee as permitted by Section 4.6, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the Current Issuer Conditions and so long as terms of this Indenture. If payment of the Current Issuer Notes are evidenced by Global Note Certificatesis accelerated because of an Event of Default, the terms thereofCompany shall promptly notify holders of Senior Indebtedness of the acceleration. Notwithstanding the foregoing, provided however, that: (a) no Paying Agent will make in the event that the Trustee or any holder of Notes receives any payment or distribution of interest or principal in respect assets of the Company of any class kind in contravention of the Current Issuer Notes any term of this Indenture, whether in an amount which cash, property or securities, including, without limitation, by way of setoff or otherwise, before all Senior Indebtedness is greater than the amount paid in full, in cash or such other form of interest or principal payable in accordance with the Current Issuer Conditions in respect of such class of Current Issuer Notes and notified payment as may be acceptable to the Paying Agents holders of Senior Indebtedness, then such payment or distribution shall be held by the recipient or recipients in accordance with Clause 7.4 (Confirmation trust for the benefit of, and shall immediately be paid over or delivered to, the holders of Amounts Payable in respect of the Current Issuer Notes); (b) whilst the Current Issuer Notes of any class continue to be represented by Global Note Certificates, all payments of principal Senior Indebtedness or interest (as the case may be) due in respect of such Current Issuer Notes will be payable totheir respective representative or representatives, or to the order oftrustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, DTC or its nominee or Euroclearas their respective interests may appear, Clearstream Luxembourg or their nominee; (c) if any Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Issuer in writing of such presentation or surrender and shall not make payment against the same until it is so instructed calculated by the Current Issuer and has received the amount to be so paid; (d) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled by it Company, for application to the Registrar; (e) payment of all payments in respect of the Current Issuer Notes will be distributed without deduction or withholding for any taxes, duties, assessments or other governmental charges of whatever nature except as and then only Senior Indebtedness remaining unpaid to the extent required by applicable lawnecessary to make payment in full, in which case each Paying Agent cash or such other form of payment as may be acceptable to the holders of Senior Indebtedness, of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution, or provision therefor, to or for the holders of such Senior Indebtedness. Nothing in this Section 4.2 shall apply to claims of, or payments to, the Trustee pursuant to Section 8.6. This Section 4.2 shall be entitled to make such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; and (f) a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if it has not received the full amount of any payment due to it under Clause 7 (Payments subject to the Paying Agents)further provisions of Section 4.6.

Payments to Noteholders. 8.1 Payments No payment shall be made with respect to the principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes (including, but not limited to, the redemption price with respect to the Notes to be called for redemption in accordance with Section 3.02 or submitted for redemption in accordance with Section 3.05, 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 4.05, if: (i) a default in the payment of principal, premium, if any, interest, rent or other obligations in respect of Current Issuer Notes: Each Paying Agent acting through Designated Senior Indebtedness occurs and is continuing (or, in the case of Designated Senior Indebtedness for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Designated Senior Indebtedness) (a "Payment Default"), unless and until such Payment Default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than a Payment Default, on any Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its Specified Office maturity (or in the case of any lease, a default occurs and is continuing that permits the lessor to either terminate the lease or require the Company to make an irrevocable offer to terminate the lease following an event of default thereunder) and the Trustee receives a notice of the default (a "Payment Blockage Notice") from a holder of Designated Senior Indebtedness, a Representative of Designated Senior Indebtedness or the Company (a "Non-Payment Default"). If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall make be effective for purposes of this Section 4.02 unless and until at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice. No Non-Payment Default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments of interest on and principal distributions in respect of the Current Issuer Notes upon the earlier of: (1) the date upon which any such Payment Default is cured or waived or ceases to exist, or (2) in the case of a Non-Payment Default, the earlier of (a) the date upon which such default is cured or waived or ceases to exist or (b) 179 days after the applicable Payment Blockage Notice is received by the Trustee if the maturity of such Designated Senior Indebtedness has not been accelerated (or in the case of any lease, 179 days after notice is received if the Company has not received notice that the lessor under such lease has exercised its right to terminate the lease or require the Company to make an irrevocable offer to terminate the lease following an event of default thereunder), unless this Article Four otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the Current Issuer Conditions and so long as the Current Issuer Notes are evidenced by Global Note Certificates, the terms thereof, provided however, that: (a) no Paying Agent will make holders of such Senior Indebtedness before any payment of interest or principal in respect of any class is made on account of the Current Issuer Notes in an amount which is greater than the amount of interest or principal payable in accordance with the Current Issuer Conditions in respect of such class of Current Issuer Notes and notified to the Paying Agents in accordance with Clause 7.4 (Confirmation of Amounts Payable in respect of the Current Issuer Notes); (b) whilst the Current Issuer Notes of any class continue to be represented by Global Note Certificatesof, all payments of principal premium, if any, or interest (including Liquidated Damages, if any) on the Notes (except payments made pursuant to Article Thirteen from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding up, liquidation or reorganization), and upon any such dissolution or winding up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other similar proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Notes or the Trustee would be entitled, except for the provisions of this Article Four, 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 holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their Representative or Representatives, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution is made to the holders of the Notes or to the Trustee. For purposes of this Article Four, 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 Four with respect to the Notes to the payment of all Senior Indebtedness which may at the time be outstanding provided that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new corporation, as the case may be) due in respect are not, without the consent of such Current Issuer Notes will be payable toholders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Article Twelve shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 4.02 if such other Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Twelve. In the event of the acceleration of the Notes because of an Event of Default, no payment or distribution shall be made to the order of, DTC Trustee or its nominee or Euroclear, Clearstream Luxembourg or their nominee; (c) if any Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Issuer in writing holder of such presentation or surrender and shall not make payment against the same until it is so instructed by the Current Issuer and has received the amount to be so paid; (d) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled by it to the Registrar; (e) all payments Notes in respect of the Current Issuer principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes will be distributed without deduction (including, but not limited to, the redemption price with respect to the Notes called for redemption in accordance with Section 3.02 or withholding submitted for any taxesredemption in accordance with Section 3.05, dutiesas the case may be, assessments as provided in this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 4.05, until all Senior Indebtedness has been paid in full in cash or other governmental charges payment satisfactory to the holders of whatever nature except Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Notes is accelerated because of an Event of Default, the Company or the Trustee shall promptly notify holders of Senior Indebtedness of the acceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing provisions in this Section 4.02, shall be received by the Trustee or the holders of the Notes before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtedness, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness or their Representative or Representatives, as and then only their respective interests may appear, as calculated by the Company, for application to the payment of any Senior Indebtedness remaining unpaid to the extent required by applicable lawnecessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in which case each Paying Agent this Section 4.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 8.06. This Section 4.02 shall be entitled to make such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; and (f) a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if it has not received the full amount of any payment due to it under Clause 7 (Payments subject to the Paying Agents)further provisions of Section 4.05.

Payments to Noteholders. 8.1 Payments in respect of Current Issuer Notes: 7.1 PAYMENTS IN RESPECT OF GLOBAL SIXTH ISSUER NOTES Each Paying Agent acting through its Specified Office shall make payments of interest and principal in respect of the Current Global Sixth Issuer Notes in accordance with the Current Issuer Conditions and so long as the Current Sixth Issuer Notes are evidenced by Global Note CertificatesTrust Deed provided, the terms thereof, provided however, that: (a) no Paying Agent will make any payment of interest or principal in respect of any class of the Current Issuer Notes in an amount which is greater than the amount of interest or principal payable in accordance with the Current Issuer Conditions in respect of such class of Current Issuer Notes and notified to the Paying Agents in accordance with Clause 7.4 (Confirmation of Amounts Payable in respect of the Current Issuer Notes); (b) whilst the Current Issuer Notes of any class continue to be represented by Global Note Certificates, all payments of principal or interest (as the case may be) due in respect of such Current Issuer Notes will be payable to, or to the order of, DTC or its nominee or Euroclear, Clearstream Luxembourg or their nominee; (c) if any Global Sixth Issuer Note Certificate is presented or surrendered for payment to any a Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Sixth Issuer in writing of such presentation or surrender and shall not make payment against the same until it is so instructed by the Current Sixth Issuer and has received the amount to be so paid; (db) each Paying Agent shall cancel each Definitive Sixth Issuer Note Certificate against presentation and surrender of which it has made full payment and shall shall, in the case of a Paying Agent other than the Principal Paying Agent, deliver each such Definitive Sixth Issuer Note Certificate so cancelled by it to the Registrar; (ec) all payments in respect the case of payment of interest or principal against presentation of a Global Sixth Issuer Note, the Current Registrar shall note or procure that there is noted on the relevant schedule to such Global Sixth Issuer Notes will be distributed without deduction or withholding for any taxesNote, duties, assessments or other governmental charges the amount of whatever nature except as and then only to the extent required by applicable lawsuch payment and, in which the case each Paying Agent of payment of principal, the remaining Principal Amount Outstanding of a Global Sixth Issuer Note and shall be entitled to make procure the signature of such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereofnotation on its behalf; and (fd) a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if if: (i) in the case of the Principal Paying Agent, it has not received the full amount of any payment due to it under Clause 7 CLAUSE 6.1; or (Payments ii) in the case of any other Paying Agent it is not able to establish that the Principal Paying Agents)Agent has received the full amount of any payment due to it under CLAUSE 6.

Payments to Noteholders. 8.1 Payments in No payment (including pursuant to any redemption or repurchase of Notes) shall be made with respect of Current Issuer to the principal of, or premium, if any, or interest on the Notes: Each Paying Agent acting through its Specified Office shall make , except payments of interest and principal in respect of distributions made by the Current Issuer Notes in accordance with the Current Issuer Conditions and so long Trustee as the Current Issuer Notes are evidenced permitted by Global Note CertificatesSection 4.6, the terms thereof, provided however, thatif: (a) no Paying Agent will make any a default in the payment of principal, premium, if any, or interest or principal in respect other payment due on Designated Senior Indebtedness occurs and is continuing beyond any applicable period of any class of the Current Issuer Notes in an amount which is greater than the amount of interest or principal payable in accordance with the Current Issuer Conditions in respect of such class of Current Issuer Notes and notified to the Paying Agents in accordance with Clause 7.4 (Confirmation of Amounts Payable in respect of the Current Issuer Notes);grace; or (b) whilst any other default occurs and is continuing with respect to Designated Senior Indebtedness that then permits holders of the Current Issuer Designated Senior Indebtedness as to which such default related to accelerate its maturity and the Trustee and the Company receive a notice of such default (a "Payment Blockage Notice") from a representative of Designated Senior Indebtedness or a holder of Designated Senior Indebtedness or the Company. The Company may and shall resume payments on the Notes (1) in the case of a payment default, on the date upon which such default is cured or waived or ceases to exist, and (2) in the case of a nonpayment default with respect to Designated Senior Indebtedness, on the earlier of the date on which the nonpayment default is cured or waived or ceases to exist or 179 days after the date on which the applicable Payment Blockage Notice is received. No new period of payment blockage may be commenced pursuant to a Payment Blockage Notice unless (A) at least 365 days shall have elapsed since the first day of effectiveness of the immediately prior Payment Blockage Notice and (B) all scheduled payments of principal, premium, if any, and interest on the Notes that have come due have been paid in full in cash, or in such other form of payment as may be acceptable to the holders of the Notes. No default (whether or not such event of default is on the same issue of Designated Senior Indebtedness) that existed or was continuing on the date of delivery of any class continue Payment Blockage Notice to the Trustee shall be, or be represented by Global Note Certificatesmade, all payments the basis for a subsequent Payment Blockage Notice. In addition, in the event of any acceleration of the Notes because of an Event of Default, no payment or distribution (including with respect to any redemption or repurchase of the Notes) shall be made to the Trustee or any holder of Notes with respect to the principal of, premium, if any, or interest (on the Notes, except payments and distributions made by the Trustee as permitted by Section 4.6, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the case holders of Senior Indebtedness or such acceleration is rescinded in accordance -26- with the terms of this Indenture. If payment of the Notes is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration. Notwithstanding the foregoing, in the event that the Trustee or any holder of Notes receives any payment or distribution of assets of the Company of any kind in contravention of any term of this Indenture, whether in cash, property or securities, including, without limitation, by way of setoff or otherwise, before all Senior Indebtedness is paid in full, in cash or such other form of payment as may be) due be acceptable to the holders of Senior Indebtedness, then such payment or distribution shall be held by the recipient or recipients in respect trust for the benefit of, and shall immediately be paid over or delivered to, the holders of such Current Issuer Notes will be payable toSenior Indebtedness or their respective representative or representatives, or to the order oftrustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, DTC or its nominee or Euroclearas their respective interests may appear, Clearstream Luxembourg or their nominee; (c) if any Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Issuer in writing of such presentation or surrender and shall not make payment against the same until it is so instructed calculated by the Current Issuer and has received the amount to be so paid; (d) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled by it Company, for application to the Registrar; (e) payment of all payments in respect of the Current Issuer Notes will be distributed without deduction or withholding for any taxes, duties, assessments or other governmental charges of whatever nature except as and then only Senior Indebtedness remaining unpaid to the extent required by applicable lawnecessary to make payment in full, in which case each Paying Agent cash or such other form of payment as may be acceptable to the holders of Senior Indebtedness, of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution, or provision therefor, to or for the holders of such Senior Indebtedness. Nothing in this Section 4.2 shall apply to claims of, or payments to, the Trustee pursuant to Section 8.6. This Section 4.2 shall be entitled to make such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; and (f) a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if it has not received the full amount of any payment due to it under Clause 7 (Payments subject to the Paying Agents)further provisions of Section 4.6.

Payments to Noteholders. 8.1 Payments No payment (including pursuant to ----------------------- any redemption or repurchase of Notes) shall be made with respect to the principal of, or premium, if any, or interest (including Liquidated Damages, if any) on the Notes, except payments and distributions made by the Trustee as permitted by Section 4.6, if: (1) a default in the payment of principal, premium, if any, or interest or other payment due on Designated Senior Indebtedness occurs and is continuing beyond any applicable period of grace; or (2) any other default occurs and is continuing with respect to Designated Senior Indebtedness that then permits holders of Current Issuer Notes: Each Paying Agent acting through the Designated Senior Indebtedness as to which such default related to accelerate its Specified Office maturity and the Trustee and the Company receive a written notice of such default (a "Payment Blockage Notice") from a representative of Designated Senior Indebtedness or a holder of Designated Senior Indebtedness or the Company. The Company may and shall make resume payments on the Notes (1) in the case of a payment default, on the date upon which such default is cured or waived or ceases to exist, and (2) in the case of a nonpayment default with respect to Designated Senior Indebtedness, on the earlier of the date on which the nonpayment default is cured or waived or ceases to exist or 179 days have passed after the date on which the applicable Payment Blockage Notice is received. No new period of payment blockage may be commenced pursuant to a Payment Blockage Notice unless (A) at least 365 days shall have elapsed since the Company's receipt of the immediately prior Payment Blockage Notice and (B) all scheduled payments of principal, premium, if any, and interest and principal on the Notes that have come due have been paid in respect full in cash, or in such other form of payment as may be acceptable to the holders of the Current Issuer Notes, and the Trustee or the requisite holders of Notes shall not have begun proceedings to enforce the right of the holders to receive payments. No default (whether or not such event of default is on the same issue of Designated Senior Indebtedness) 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. In addition, in the event of any acceleration of the Notes because of an Event of Default, no payment or distribution (including with respect to any redemption or repurchase of the Notes) shall be made to the Trustee or any holder of Notes with respect to the principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes, except payments and distributions made by the Trustee as permitted by Section 4.6, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the Current Issuer Conditions and so long as terms of this Indenture. If payment of the Current Issuer Notes are evidenced by Global Note Certificatesis accelerated because of an Event of Default, the terms thereofCompany shall promptly notify holders of Senior Indebtedness of the acceleration. Notwithstanding the foregoing, provided however, that: (a) no Paying Agent will make in the event that the Trustee or any holder of Notes receives any payment or distribution of interest or principal in respect assets of the Company of any class kind in contravention of the Current Issuer Notes any term of this Indenture, whether in an amount which cash, property or securities, including, without limitation, by way of setoff or otherwise, before all Senior Indebtedness is greater than the amount paid in full, in cash or such other form of interest or principal payable in accordance with the Current Issuer Conditions in respect of such class of Current Issuer Notes and notified payment as may be acceptable to the Paying Agents holders of Senior Indebtedness, then such payment or distribution shall be held by the recipient or recipients in accordance with Clause 7.4 (Confirmation trust for the benefit of, and shall immediately be paid over or delivered to, the holders of Amounts Payable in respect of the Current Issuer Notes); (b) whilst the Current Issuer Notes of any class continue to be represented by Global Note Certificates, all payments of principal Senior Indebtedness or interest (as the case may be) due in respect of such Current Issuer Notes will be payable totheir respective representative or representatives, or to the order oftrustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, DTC or its nominee or Euroclearas their respective interests may appear, Clearstream Luxembourg or their nominee; (c) if any Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Issuer in writing of such presentation or surrender and shall not make payment against the same until it is so instructed calculated by the Current Issuer and has received the amount to be so paid; (d) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled by it Company, for application to the Registrar; (e) payment of all payments in respect of the Current Issuer Notes will be distributed without deduction or withholding for any taxes, duties, assessments or other governmental charges of whatever nature except as and then only Senior Indebtedness remaining unpaid to the extent required by applicable lawnecessary to make payment in full, in which case each Paying Agent cash or such other form of payment as may be acceptable to the holders of Senior Indebtedness, of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution, or provision therefor, to or for the holders of such Senior Indebtedness. Nothing in this Section 4.2 shall apply to claims of, or payments to, the Trustee pursuant to Section 8.6. This Section 4.2 shall be entitled to make such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; and (f) a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if it has not received the full amount of any payment due to it under Clause 7 (Payments subject to the Paying Agents)further provisions of Section 4.6.

Payments to Noteholders. 8.1 Payments No payment shall be made with respect to the principal of, or premium, if any, or interest on the Notes (including, but not limited to, (i) a default in respect the payment of Current Issuer Notes: Each Paying Agent acting through principal, premium, interest, rent or other obligations due on any Senior Indebtedness occurs and is continuing (or, in the case of Senior Indebtedness for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its Specified Office maturity and the Trustee receives a notice of the default (a "Payment Blockage Notice") from a Person who may give it pursuant to Section 4.5 hereof. If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall make be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, premium, if any, and interest on the Notes that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and principal shall resume payments on and distributions in respect of the Current Issuer Notes in accordance with upon the Current Issuer Conditions and so long as the Current Issuer Notes are evidenced by Global Note Certificates, the terms thereof, provided however, thatearlier of: (a1) no Paying Agent will make the date upon which the default is cured or waived, or (2) in the case of a default referred to in clause (ii) above, 179 days pass after notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article IV otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of interest or principal in respect assets of the Company of any class kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Current Issuer Notes Company, whether voluntary or involuntary or in an amount bankruptcy, insolvency, receivership or other proceedings, all For purposes of this Article IV, the words, "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is greater than the amount of interest or principal payable in accordance with the Current Issuer Conditions in respect of such class of Current Issuer Notes and notified subordinated at least to the Paying Agents extent provided in accordance this Article IV with Clause 7.4 respect to the Notes to the payment of all Senior Indebtedness which may at the time be outstanding; PROVIDED that (Confirmation of Amounts Payable in respect i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the Current Issuer Notes); holders of Senior Indebtedness (b) whilst other than leases which are not assumed by the Current Issuer Notes of any class continue to be represented by Global Note CertificatesCompany or the new corporation, all payments of principal or interest (as the case may be) due in respect are not, without the consent of such Current Issuer holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XII shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 4.2 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XII. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the holders of the Notes will before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtedness, such payment or distribution shall be payable toheld 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 order oftrustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, DTC or its nominee or Euroclearas their respective interests may appear, Clearstream Luxembourg or their nominee; (c) if any Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Issuer in writing of such presentation or surrender and shall not make payment against the same until it is so instructed calculated by the Current Issuer and has received the amount to be so paid; (d) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled by it Company, for application to the Registrar; (e) payment of all payments in respect of the Current Issuer Notes will be distributed without deduction or withholding for any taxes, duties, assessments or other governmental charges of whatever nature except as and then only Senior Indebtedness remaining unpaid to the extent required by applicable lawnecessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in which case each Paying Agent this Section 4.2 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 8.6. This Section 4.2 shall be entitled to make such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; and (f) a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if it has not received the full amount of any payment due to it under Clause 7 (Payments subject to the Paying Agents)further provisions of Section 4.5.

Payments to Noteholders. 8.1 7.1 Payments in respect of Current Issuer Notes: by Paying Agents Each Paying Agent acting through its Specified Office shall make payments of principal and interest and principal in respect of the Current Issuer Notes in accordance with this Agreement and the Current Issuer Conditions and so long as the Current Issuer Notes are evidenced by Global Note Certificates, the terms thereofConditions, provided however, that: (a) no Paying Agent will make any payment of interest or principal in respect of any class of the Current Issuer Notes in an amount which is greater than the amount of interest or principal payable in accordance with the Current Issuer Conditions in respect of such class of Current Issuer Notes and notified to the Paying Agents in accordance with Clause 7.4 (Confirmation of Amounts Payable in respect of the Current Issuer Notes); (b) whilst the Current Issuer Notes of any class continue to be represented by Global Note Certificates, all payments of principal or interest (as the case may be) due in respect of such Current Issuer Notes will be payable to, or to the order of, DTC or its nominee or Euroclear, Clearstream Luxembourg or their nominee; (c) if any Definitive Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor Replacement Instrument in relation to such Definitive Note or has been notified that the same such Definitive Note has been replaced, such Paying Agent shall as soon as is reasonably practicable forthwith notify the Current Issuer in writing of such presentation or surrender and shall not make payment against the same such presentation or surrender until it is so instructed by the Current Issuer and has received the amount to be so paid; (d) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled by it to the Registrar; (e) all payments in respect of the Current Issuer Notes will be distributed without deduction or withholding for any taxes, duties, assessments or other governmental charges of whatever nature except as and then only to the extent required by applicable law, in which case each Paying Agent shall be entitled to make such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; and (fb) a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if in respect of the Notes if: (i) in the case of the Principal Paying Agent, it has not received the full amount of any payment due to it under Clause 7 6.1 (Payments Issuer to Pay Principal Paying Agent); or (ii) in the case of the other Paying Agents: (A) it has been notified in accordance with Clause 6.6 (Failure to Receive Payment) that the relevant payment has not been received, unless it is subsequently notified that such payment has been received; or (B) it is not able to establish that the Principal Paying Agent has received (whether or not at the due time) the full amount of any payment due to it under Clause 6.1 (Issuer to Pay Principal Paying Agent); (c) each Paying Agent shall cancel each Definitive Note against surrender of which it has made full payment and shall, in the case of a Paying Agent other than the Principal Paying Agent, deliver each Definitive Note so cancelled by it to, or to the order of, the Principal Paying Agent; (d) in the case of payment of principal or interest against presentation of the Global Note, the relevant Paying Agent shall instruct Euroclear and Clearstream, Luxembourg or, as applicable, DTC, to make the appropriate entries in their records to reflect the amount of such payment and, in the case of payment of principal, the remaining principal amount of the Notes represented by such Global Note (which shall be the previous principal amount thereof minus the principal amount in respect of which payment has then been paid); (e) any payment by the Paying Agents under this Agreement will be made without any deduction or withholding for or on account of any Taxes unless such deduction or withholding is required by FATCA or applicable law. In that event, each Paying Agent shall make such payments after such deduction or withholding and shall account to the relevant Authority for the amount so withheld or deducted. If any Taxes which are payable in connection with any payment by the Paying Agent under this Agreement are paid by the Paying Agents), the Issuer or any of its affiliates, the Issuer agrees that it shall promptly reimburse each Paying Agent for such payment to the extent not covered by withholding from any payment. If any Paying Agent is required to make a deduction or withholding referred to above, it will not pay an additional amount in respect of that deduction or withholding; and (f) it shall be the sole responsibility of the Issuer to determine whether a deduction or withholding is or will be required from any payment to be made by the Paying Agent in respect of the Notes or otherwise in connection with this Agreement and shall promptly notify the Paying Agent upon determining or becoming aware of such requirement. The Issuer shall provide the Paying Agent with all information required for the Paying Agent to be able to make any such payment.

Payments to Noteholders. 8.1 Payments in No payment (including pursuant to any redemption or repurchase of Notes) shall be made with respect of Current Issuer to the principal of, or premium, if any, or interest (including Liquidated Damages, if any) on the Notes: Each Paying Agent acting through its Specified Office shall make , except payments of interest and principal in respect of distributions made by the Current Issuer Notes in accordance with the Current Issuer Conditions and so long Trustee as the Current Issuer Notes are evidenced permitted by Global Note CertificatesSection 4.6, the terms thereof, provided however, thatif: (a) no Paying Agent will make any a default in the payment of principal, premium, if any, or interest or principal other payment due on Senior Indebtedness occurs and is continuing beyond any applicable period of grace; or (b) any other default occurs and is continuing with respect to Designated Senior Indebtedness that then permits holders of the Designated Senior Indebtedness as to which such default related to accelerate its maturity and the Trustee and the Company receive a notice of such default (a "Payment Blockage Notice") from a representative of Designated Senior Indebtedness or a holder of Designated Senior Indebtedness or the Company. The Company may and shall resume payments on the Notes (1) in the case of a payment default, on the date upon which such default is cured or waived or ceases to exist, and (2) in the case of a nonpayment default with respect to Designated Senior Indebtedness, on the earlier of the date on which the nonpayment default is cured or waived or ceases to exist or 179 days pass after the date on which the applicable Payment Blockage Notice is received. No new period of payment blockage may be commenced pursuant to a Payment Blockage Notice unless (A) at least 365 days shall have elapsed since the first day of effectiveness of the immediately prior Payment Blockage Notice and (B) all scheduled payments In addition, in the event of any class acceleration of the Current Issuer Notes because of an Event of Default, no payment or distribution (including with respect to any redemption or repurchase of the Notes) shall be made to the Trustee or any holder of Notes with respect to the principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes, except payments and distributions made by the Trustee as permitted by Section 4.6, until all Senior Indebtedness has been paid in an amount which full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is greater than the amount of interest or principal payable rescinded in accordance with the Current Issuer Conditions terms of this Indenture. If payment of the Notes is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration. Notwithstanding the foregoing, in respect the event that the Trustee or any holder of Notes receives any payment or distribution of assets of the Company of any kind in contravention of any term of this Indenture, whether in cash, property or securities, including, without limitation, by way of setoff or otherwise, before all Senior Indebtedness is paid in full, in cash or such class other form of Current Issuer Notes and notified payment as may be acceptable to the Paying Agents holders of Senior Indebtedness, then such payment or distribution shall be held by the recipient or recipients in accordance with Clause 7.4 (Confirmation trust for the benefit of, and shall immediately be paid over or delivered to, the holders of Amounts Payable in respect of the Current Issuer Notes); (b) whilst the Current Issuer Notes of any class continue to be represented by Global Note Certificates, all payments of principal Senior Indebtedness or interest (as the case may be) due in respect of such Current Issuer Notes will be payable totheir respective representative or representatives, or to the order oftrustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, DTC or its nominee or Euroclearas their respective interests may appear, Clearstream Luxembourg or their nominee; (c) if any Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Issuer in writing of such presentation or surrender and shall not make payment against the same until it is so instructed calculated by the Current Issuer and has received the amount to be so paid; (d) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled by it Company, for application to the Registrar; (e) payment of all payments in respect of the Current Issuer Notes will be distributed without deduction or withholding for any taxes, duties, assessments or other governmental charges of whatever nature except as and then only Senior Indebtedness remaining unpaid to the extent required by applicable lawnecessary to make payment in full, in which case each Paying Agent cash or such other form of payment as may be acceptable to the holders of Senior Indebtedness, of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution, or provision therefor, to or for the holders of such Senior Indebtedness. Nothing in this Section 4.2 shall apply to claims of, or payments to, the Trustee pursuant to Section 8.6. This Section 4.2 shall be entitled to make such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; and (f) a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if it has not received the full amount of any payment due to it under Clause 7 (Payments subject to the Paying Agents)further provisions of Section 4.6.

Payments to Noteholders. 8.1 Payments in No payment (including pursuant to any redemption or repurchase of Notes) shall be made with respect of Current Issuer to the principal of, or premium, if any, or interest on the Notes: Each Paying Agent acting through its Specified Office shall make , except payments of interest and principal in respect of distributions made by the Current Issuer Notes in accordance with the Current Issuer Conditions and so long Trustee as the Current Issuer Notes are evidenced permitted by Global Note CertificatesSection 4.6, the terms thereof, provided however, thatif: (a) no Paying Agent will make any a default in the payment of principal, premium, if any, or interest or principal other payment due on Designated Senior Indebtedness occurs and is continuing beyond any applicable period of grace; or (b) any other default occurs and is continuing with respect to Designated Senior Indebtedness that then permits holders of the Designated Senior Indebtedness as to which such default related to accelerate its maturity and the Trustee and the Company receive a notice of such default (a "Payment Blockage Notice") from a representative of Designated Senior Indebtedness or a holder of Designated Senior Indebtedness or the Company. The Company may and shall resume payments on the Notes (1) in the case of a payment default, on the date upon which such default is cured or waived or ceases to exist, and (2) in the case of a nonpayment default with respect to Designated Senior Indebtedness, on the earlier of the date on which the nonpayment default is cured or waived or ceases to exist or 179 days pass after the date on which the applicable Payment Blockage Notice is received. No new period of payment blockage may be commenced pursuant to a Payment Blockage Notice unless (A) at least 365 days shall have elapsed since the first day of effectiveness of the immediately prior Payment Blockage Notice and (B) all scheduled payments of principal, premium, if any, and interest on the Notes that have come due have been paid in full in cash, or in such other form of payment as may be acceptable to the holders of the Notes. No default (whether or not such event of default is on the same issue of Designated Senior Indebtedness) that existed or was continuing on the date of delivery of any class Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. In addition, in the event of any acceleration of the Current Issuer Notes because of an Event of Default, no payment or distribution (including with respect to any redemption or repurchase of the Notes) shall be made to the Trustee or any holder of Notes with respect to the principal of, premium, if any, or interest on the Notes, except payments and distributions made by the Trustee as permitted by Section 4.6, until all Senior Indebtedness has been paid in an amount which full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is greater than the amount of interest or principal payable rescinded in accordance with the Current Issuer Conditions terms of this Indenture. If payment of the Notes is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration. Notwithstanding the foregoing, in respect the event that the Trustee or any holder of Notes receives any payment or distribution of assets of the Company of any kind in contravention of any term of this Indenture, whether in cash, property or securities, including, without limitation, by way of setoff or otherwise, before all Senior Indebtedness is paid in full, in cash or such class other form of Current Issuer Notes and notified payment as may be acceptable to the Paying Agents holders of Senior Indebtedness, then such payment or distribution shall be held by the recipient or recipients in accordance with Clause 7.4 (Confirmation trust for the benefit of, and shall immediately be paid over or delivered to, the holders of Amounts Payable in respect of the Current Issuer Notes); (b) whilst the Current Issuer Notes of any class continue to be represented by Global Note Certificates, all payments of principal Senior Indebtedness or interest (as the case may be) due in respect of such Current Issuer Notes will be payable totheir respective representative or representatives, or to the order oftrustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, DTC or its nominee or Euroclearas their respective interests may appear, Clearstream Luxembourg or their nominee; (c) if any Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Issuer in writing of such presentation or surrender and shall not make payment against the same until it is so instructed calculated by the Current Issuer and has received the amount to be so paid; (d) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled by it Company, for application to the Registrar; (e) payment of all payments in respect of the Current Issuer Notes will be distributed without deduction or withholding for any taxes, duties, assessments or other governmental charges of whatever nature except as and then only Senior Indebtedness remaining unpaid to the extent required by applicable lawnecessary to make payment in full, in which case each Paying Agent cash or such other form of payment as may be acceptable to the holders of Senior Indebtedness, of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution, or provision therefor, to or for the holders of such Senior Indebtedness. Nothing in this Section 4.2 shall apply to claims of, or payments to, the Trustee pursuant to Section 8.6. This Section 4.2 shall be entitled to make such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; and (f) a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if it has not received the full amount of any payment due to it under Clause 7 (Payments subject to the Paying Agents)further provisions of Section 4.6.

Payments to Noteholders. 8.1 Payments in respect of Current Issuer Notes: Each Paying Agent acting through its Specified Office shall make payments of interest and principal in respect of the Current a Series and Class of Issuer Notes in accordance with the Current Issuer Conditions and so long as the Current such Issuer Notes are evidenced by a Global Note CertificatesCertificate, the terms thereof, provided however, that: (a) no Paying Agent will make any payment of interest or principal in respect of any class Series and Class of the Current Issuer Notes in an amount which is greater than the amount of interest or principal payable in accordance with the Current Issuer Conditions in respect of such class Series and Class of Current Issuer Notes and notified to the Paying Agents in accordance with Clause 7.4 (Confirmation of Amounts Payable in respect of the Current Issuer Notes); (b) whilst the Current any Series and Class of Issuer Notes of any class continue to be represented by a Global Note CertificatesCertificate, all payments of principal or interest (as the case may be) due in respect of such Current Series and Class of Issuer Notes will be payable to, or to the order of, DTC or its nominee or Euroclear, Clearstream Luxembourg or their nominee; (c) if any Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Master Issuer in writing of such presentation or surrender and shall not make payment against the same until it is so instructed by the Current Master Issuer and has received the amount to be so paid; (d) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled by it to the Registrar; (e) all payments in respect of the Current any Issuer Notes will be distributed without deduction or withholding for any taxes, duties, assessments or other governmental charges of whatever nature except as and then only to the extent required by applicable law, in which case each Paying Agent shall be entitled to make such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Master Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; and (f) a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if it has not received the full amount of any payment due to it under Clause 7 (Payments to the Paying Agents).

Payments to Noteholders. 8.1 Payments No payment shall be made with respect to the principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes (including, but not limited to, the redemption price with respect to the Notes to be called for redemption in accordance with Section 3.2 and the repurchase price with respect to the Notes submitted for repurchase in accordance with Section 3.5 as provided in this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 4.5, if: (i) a default in the payment of principal, premium, if any, interest, rent or other obligations in respect of Current Issuer Notes: Each Paying Agent acting through Designated Senior Indebtedness occurs and is continuing beyond any applicable period of grace (a "Payment Default"); or (ii) a default, other than a Payment Default, on any Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its Specified Office maturity and the Trustee receives a notice of the default (a "Payment Blockage Notice") from a holder of Designated Senior Indebtedness, a Representative of Designated Senior Indebtedness or the Company (a "Non-Payment Default"). If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall make be effective for purposes of this Section 4.2 unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice and (B) all scheduled payments of principal, premium, if any, and interest (including Liquidated Damages, if any) on 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 to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and principal shall resume payments on and distributions in respect of the Current Issuer Notes upon: (1) in the case of a Payment Default, the date upon which any such Payment Default is cured or waived or ceases to exist, (2) in the case of a Non-Payment Default, the earlier of (a) the date upon which such default is cured or waived or ceases to exist or (b) 179 days after the applicable Payment Blockage Notice is received by the Trustee, or (3) if the maturity of the Designated Senior Indebtedness has not been accelerated, or in the case of any lease, 179 days after notice is received by the Company that the lessor under such lease has exercised its right to terminate the lease or required the Company to make an irrevocable offer to terminate the lease following an event of default under the lease. unless this Article Four otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness before any payment is made on account of the principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes (except payments made pursuant to Article Thirteen from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding up, liquidation or reorganization), and upon any such dissolution or winding up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Notes or the Trustee would be entitled, except for the provisions of this Article Four, 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 holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their Representative or Representatives to the extent necessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution is made to the holders of the Notes or to the Trustee. For purposes of this Article Four, 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 Four with respect to the Notes to the payment of all Senior Indebtedness which may at the time be outstanding. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Article Twelve shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 4.2 if such other Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Twelve. In the event of the acceleration of the Notes because of an Event of Default, no payment or distribution shall be made to the Trustee or any holder of Notes in respect of the principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes (including, but not limited to, the redemption price with respect to the Notes called for redemption in accordance with Section 3.2 and the repurchase price with respect to the Notes submitted for repurchase at the option of the holder in accordance with Section 3.5 as provided in this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 4.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the Current Issuer Conditions and so long as terms of this Indenture. If payment of the Current Issuer Notes are evidenced by Global Note Certificatesis accelerated because of an Event of Default, the terms thereofCompany or the Trustee shall promptly notify holders of Senior Indebtedness of the acceleration. In the event that, provided howevernotwithstanding the foregoing provisions, that: (a) no Paying Agent will make any payment or distribution of interest or principal in respect assets of the Company of any class kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing provisions in this Section 4.2, shall be received by the Trustee or the holders of the Current Issuer Notes before all Senior Indebtedness is paid in an amount which full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is greater than the amount of interest or principal payable made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the Current Issuer Conditions in respect holders of such class Senior Indebtedness, such payment or distribution shall be held in trust for the benefit of Current Issuer Notes and notified shall be paid over or delivered to the Paying Agents in accordance with Clause 7.4 (Confirmation holders of Amounts Payable in respect of the Current Issuer Notes); (b) whilst the Current Issuer Notes of any class continue to be represented by Global Note Certificates, all payments of principal Senior Indebtedness or interest (as the case may be) due in respect of such Current Issuer Notes will be payable totheir Representative or Representatives, or to the order oftrustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, DTC or its nominee or Euroclearas their respective interests may appear, Clearstream Luxembourg or their nominee; (c) if any Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Issuer in writing of such presentation or surrender and shall not make payment against the same until it is so instructed calculated by the Current Issuer and has received the amount to be so paid; (d) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled by it Company, for application to the Registrar; (e) all payments in respect payment of the Current Issuer Notes will be distributed without deduction or withholding for any taxes, duties, assessments or other governmental charges of whatever nature except as and then only Senior Indebtedness remaining unpaid to the extent required by applicable lawnecessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in which case each Paying Agent this Section 4.2 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 8.6. This Section 4.2 shall be entitled to make such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; and (f) a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if it has not received the full amount of any payment due to it under Clause 7 (Payments subject to the Paying Agents)further provisions of Section 4.5.

Payments to Noteholders. 8.1 Payments No payment shall be made with respect to the principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes (including, but not limited to, the redemption price with respect to the Notes to be called for redemption in accordance with Section 3.2 or submitted for redemption in accordance with Section 3.5, 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 4.5, if: (i) a default in the payment of principal, premium, if any, interest, rent or other obligations in respect of Current Issuer Notes: Each Paying Agent acting through Designated Senior Indebtedness occurs and is continuing (or, in the case of Designated Senior Indebtedness for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Designated Senior Indebtedness) (a "Payment Default"), unless and until such Payment Default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than a Payment Default, on any Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its Specified Office maturity (or in the case of any lease, a default occurs and is continuing that permits the lessor to either terminate the lease or require the Company to make an irrevocable offer to terminate the lease following an event of default thereunder) and the Trustee receives a notice of the default (a "Payment Blockage Notice") from a holder of Designated Senior Indebtedness, a Representative of Designated Senior Indebtedness or the Company (a "Non-Payment Default"). If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall make be effective for purposes of this Section 4.2 unless and until at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice. No Non-Payment Default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments of interest on and principal distributions in respect of the Current Issuer Notes upon the earlier of: (1) the date upon which any such Payment Default is cured or waived or ceases to exist, or (2) in the case of a Non-Payment Default, the earlier of (a) the date upon which such default is cured or waived or ceases to exist or (b) 179 days after the applicable Payment Blockage Notice is received by the Trustee if the maturity of such Designated Senior Indebtedness has not been accelerated (or in the case of any lease, 179 days after notice is received if the Company has not received notice that the lessor under such lease has exercised its right to terminate the lease or require the Company to make an irrevocable offer to terminate the lease following an event of default thereunder), unless this Article Four otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness (and satisfactory to the holders of Senior Indebtedness in the case such Senior Indebtedness includes Designated Senior Indebtedness), or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the Current Issuer Conditions holders of such Senior Indebtedness (and so long as satisfactory to the Current Issuer Notes are evidenced by Global Note Certificates, holders of Senior Indebtedness in the terms thereof, provided however, that: (acase such Senior Indebtedness includes Designated Senior Indebtedness) no Paying Agent will make before any payment of interest or principal in respect of any class is made on account of the Current Issuer Notes in an amount which is greater than the amount of interest or principal payable in accordance with the Current Issuer Conditions in respect of such class of Current Issuer Notes and notified to the Paying Agents in accordance with Clause 7.4 (Confirmation of Amounts Payable in respect of the Current Issuer Notes); (b) whilst the Current Issuer Notes of any class continue to be represented by Global Note Certificatesof, all payments of principal premium, if any, or interest (including Liquidated Damages, if any) on the Notes (except payments made pursuant to Article Thirteen from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding up, liquidation or reorganization), and upon any such dissolution or winding up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other similar proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Notes or the Trustee would be entitled, except for the provisions of this Article Four, 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 holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their Representative or Representatives, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness (and satisfactory to the holders of Senior Indebtedness in the case such Senior Indebtedness includes Designated Senior Indebtedness), after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution is made to the holders of the Notes or to the Trustee. For purposes of this Article Four, 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 Four with respect to the Notes to the payment of all Senior Indebtedness which may at the time be outstanding, provided that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new corporation, as the case may be) due in respect are not, without the consent of such Current Issuer Notes will be payable toholders, altered by such reorganization as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Article Twelve shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 4.2 if such other Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Twelve. In the event of the acceleration of the Notes because of an Event of Default, no payment or distribution shall be made to the order of, DTC Trustee or its nominee or Euroclear, Clearstream Luxembourg or their nominee; (c) if any Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Issuer in writing holder of such presentation or surrender and shall not make payment against the same until it is so instructed by the Current Issuer and has received the amount to be so paid; (d) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled by it to the Registrar; (e) all payments Notes in respect of the Current Issuer principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes will be distributed without deduction (including, but not limited to, the redemption price with respect to the Notes called for redemption in accordance with Section 3.2 or withholding submitted for any taxesredemption in accordance with Section 3.5, dutiesas the case may be, assessments as provided in this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 4.5, until all Senior Indebtedness has been paid in full in cash or other governmental charges payment satisfactory to the holders of whatever nature except Senior Indebtedness (and satisfactory to the holders of Designated Senior Indebtedness in the case such Senior Indebtedness includes Designated Senior Indebtedness) or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Notes is accelerated because of an Event of Default, the Company or the Trustee shall promptly notify holders of Senior Indebtedness (including the agent under the Credit Agreement) of the acceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing provisions in this Section 4.2, shall be received by the Trustee or the holders of the Notes before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness (and satisfactory to the holders of Senior Indebtedness in the case such Senior Indebtedness includes Designated Senior Indebtedness), or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtedness (and satisfactory to the holders of Senior Indebtedness in the case such Senior Indebtedness includes Designated 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, as and then only their respective interests may appear, as calculated by the Company, for application to the payment of any Senior Indebtedness remaining unpaid to the extent required by applicable lawnecessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness (and satisfactory to the holders of Senior Indebtedness in the case such Senior Indebtedness includes Designated Senior Indebtedness), after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in which case each Paying Agent this Section 4.2 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 8.6. This Section 4.2 shall be entitled to make such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; and (f) a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if it has not received the full amount of any payment due to it under Clause 7 (Payments subject to the Paying Agents)further provisions of Section 4.5.

Payments to Noteholders. 8.1 6.1 Payments in respect of Current Issuer the Class A Notes: Each (a) Subject to Clause 6.1(c), each Paying Agent acting through its Specified Office shall make payments of principal and interest and principal in respect of the Current Issuer Class A Notes in accordance with the Current Issuer Conditions and so long as (and, in the Current Issuer case of the Class A Notes are evidenced by a Global Note CertificatesNote, the terms thereof, ) provided however, that: (a) no Paying Agent will make that if any payment of interest or principal in respect of any class of the Current Issuer Notes in an amount which is greater than the amount of interest or principal payable in accordance with the Current Issuer Conditions in respect of such class of Current Issuer Notes and notified to the Paying Agents in accordance with Clause 7.4 (Confirmation of Amounts Payable in respect of the Current Issuer Notes); (b) whilst the Current Issuer Notes of any class continue to be represented by Global Note Certificates, all payments of principal or interest (as the case may be) due in respect of such Current Issuer Notes will be payable to, or to the order of, DTC or its nominee or Euroclear, Clearstream Luxembourg or their nominee; (c) if any Definitive Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable forthwith notify the Current Issuer in writing and (if it is not itself the Principal Paying Agent) the Principal Paying Agent of such presentation or surrender and shall not make payment against the same such presentation or surrender until it is so instructed by the Current Issuer and has received the amount to be so paid;. (db) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled Whilst any Notes are represented by it to the Registrar; (e) a Global Note, all payments due in respect of the Current Issuer Notes will shall be distributed without deduction made to, or withholding for any taxes, duties, assessments or other governmental charges of whatever nature except as and then only to the extent required by applicable laworder of, the holder of the Global Note, subject to and in which case accordance with the provisions of the Global Note. On the occasion of each payment, the Principal Paying Agent shall be entitled instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; andpayment. (fc) a A Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if in respect of the Class A Notes, if: (i) in the case of the Principal Paying Agent it has not received the full amount of any payment due to it under Clause 7 5.1 (Payments Issuer to pay Principal Paying Agent and Class Z VFN Registrar) in accordance with the timing set out in Clause 5.2 (Manner and time of payment); or (ii) in the case of each other Paying Agent: (A) it has been notified in accordance with Clause 5.6 (Failure to receive timely payment) that confirmation of the relevant payment instructions has not been received, unless it is subsequently notified that confirmation of such payment instructions has been received; or (B) it is not able to establish that the Principal Paying Agent has received (whether or not at the due time) the full amount of any payment due to it under Clause 5.1 (Issuer to pay Principal Paying Agent and Class Z VFN Registrar). (iii) Each Paying Agent shall cancel each Note Certificate against surrender of which it has made full payment and shall, in the case of a Paying Agent other than the Principal Paying Agent, deliver each Note Certificate so cancelled by it to, or to the order of, the Principal Paying Agents)Agent. (d) If any payment provided for in Clause 5.1 (Issuer to pay Principal Paying Agent and Class Z VFN Registrar) is made late but otherwise in accordance with this Agreement the Paying Agents will nevertheless make such payments in respect of the Notes but shall only be obliged to make the relevant payment on the succeeding Business Day. 6.2 Payments in respect of the Class Z VFN

Payments to Noteholders. 8.1 Payments No payment shall be made with respect to the principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes (including, but not limited to, the redemption price with respect to the Notes to be called for redemption in accordance with Section 3.02 or submitted for redemption in accordance with Section 3.05, 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 4.05, if: (i) a default in the payment of principal, premium, if any, interest, rent or other obligations in respect of Current Issuer Notes: Each Paying Agent acting through Designated Senior Debt occurs and is continuing (or, in the case of Designated Senior Debt for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Designated Senior Debt) (a "Payment Default"), unless and until such Payment Default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than a Payment Default, on any Designated Senior Debt occurs and is continuing that then permits holders of such Designated Senior Debt or a Representative thereof to accelerate its Specified Office maturity (or in the case of any lease, a default occurs and is continuing that permits the lessor to either terminate the lease or require the Company to make an irrevocable offer to terminate the lease following an event of default thereunder) and the Trustee receives a notice of the default (a "Payment Blockage Notice") from a holder of Designated Senior Debt, a Representative of Designated Senior Debt or the Company (a "Non-Payment Default"). If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall make be effective for purposes of this Section 4.02 unless and until at least 360 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice unless the Non-Payment Default which was the basis of the Payment Blockage Notice and all other events of default existing or continuing (whether such events of default are known or unknown to the Person giving the Payment Blockage Notice) at the time of the Payment Blockage Notice have been cured or waived for a period of not less than 90 consecutive days. No Non-Payment Default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments of interest on and principal distributions in respect of the Current Issuer Notes upon the earlier of: (1) the date upon which any such Payment Default is cured or waived or ceases to exist, or (2) in the case of a Non-Payment Default, the earlier of (a) the date upon which such default is cured or waived or ceases to exist or (b) 180 days after the applicable Payment Blockage Notice is received by the Trustee if the maturity of such Designated Senior Debt has not been accelerated (or in the case of any lease, 180 days after notice is received if the Company has not received notice that the lessor under such lease has exercised its right to terminate the lease or require the Company to make an irrevocable offer to terminate the lease following an event of default thereunder), unless this Article 4 otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Debt shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Debt (and satisfactory to the holders of Designated Senior Debt in the case such Senior Debt includes Designated Senior Debt), or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the Current Issuer Conditions holders of such Senior Debt (and so long as satisfactory to the Current Issuer Notes are evidenced by Global Note Certificates, holders of Designated Senior Debt in the terms thereof, provided however, that: (acase such Senior Debt includes Designated Senior Debt) no Paying Agent will make before any payment of interest or principal in respect of any class is made on account of the Current Issuer Notes in an amount which is greater than the amount of interest or principal payable in accordance with the Current Issuer Conditions in respect of such class of Current Issuer Notes and notified to the Paying Agents in accordance with Clause 7.4 (Confirmation of Amounts Payable in respect of the Current Issuer Notes); (b) whilst the Current Issuer Notes of any class continue to be represented by Global Note Certificatesof, all payments of principal premium, if any, or interest (including Liquidated Damages, if any) on the Notes (except payments made pursuant to Article 13 from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding up, liquidation or reorganization), and upon any such dissolution or winding up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other similar proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Notes or the Trustee would be entitled, except for the provisions of this Article 4, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Notes or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders, or as otherwise required by law or a court order) or their Representative or Representatives, as their respective interests may appear, to the extent necessary to pay all Senior Debt in full, in cash or other payment satisfactory to the holders of such Senior Debt (and satisfactory to the holders of Designated Senior Debt in the case such Senior Debt includes Designated Senior Debt), after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt, before any payment or distribution is made to the holders of the Notes or to the Trustee. For purposes of this Article 4, 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 4 with respect to the Notes to the payment of all Senior Debt which may at the time be outstanding provided that (i) the Senior Debt is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Debt (other than leases which are not assumed by the Company or the new corporation, as the case may be) due in respect are not, without the consent of such Current Issuer Notes will be payable toholders, altered by such reorganization as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Article 12 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 4.02 if such other Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 12. In the event of the acceleration of the Notes because of an Event of Default, no payment or distribution shall be made to the order of, DTC Trustee or its nominee or Euroclear, Clearstream Luxembourg or their nominee; (c) if any Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Issuer in writing holder of such presentation or surrender and shall not make payment against the same until it is so instructed by the Current Issuer and has received the amount to be so paid; (d) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled by it to the Registrar; (e) all payments Notes in respect of the Current Issuer principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes will be distributed without deduction (including, but not limited to, the redemption price with respect to the Notes called for redemption in accordance with Section 3.02 or withholding submitted for any taxesredemption in accordance with Section 3.05, dutiesas the case may be, assessments as provided in this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 4.05, until all Senior Debt has been paid in full in cash or other governmental charges payment satisfactory to the holders of whatever nature except Senior Debt (and satisfactory to the holders of Designated Senior Debt in the case such Senior Debt includes Designated Senior Debt) or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Notes is accelerated because of an Event of Default, the Company or the Trustee shall promptly notify holders of Senior Debt of the acceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing provisions in this Section 4.02, shall be received by the Trustee or the holders of the Notes before all Senior Debt is paid in full in cash or other payment satisfactory to the holders of such Senior Debt (and satisfactory to the holders of Designated Senior Debt in the case such Senior Debt includes Designated Senior Debt), or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Debt (and satisfactory to the holders of Designated Senior Debt in the case such Senior Debt includes Designated 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 and then only their respective interests may appear, as calculated by the Company, for application to the payment of any Senior Debt remaining unpaid to the extent required by applicable lawnecessary to pay all Senior Debt in full in cash or other payment satisfactory to the holders of such Senior Debt (and satisfactory to the holders of Designated Senior Debt in the case such Senior Debt includes Designated Senior Debt), after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt. Nothing in which case each Paying Agent this Section 4.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 8.06. This Section 4.02 shall be entitled to make such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; and (f) a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if it has not received the full amount of any payment due to it under Clause 7 (Payments subject to the Paying Agents)further provisions of Section 4.05.

Payments to Noteholders. 8.1 7.1 Payments in respect of Current Issuer the Notes: (a) Each Paying Agent acting through its Specified Office shall make payments of principal and interest and principal in respect of the Current Issuer Notes in accordance with the Current Issuer Conditions and so long as (and, in the Current Issuer case of the Notes are evidenced by a Global Note CertificatesNote, the terms thereof, ) provided however, that: (a) no Paying Agent will make that if any payment of interest or principal in respect of any class of the Current Issuer Notes in an amount which is greater than the amount of interest or principal payable in accordance with the Current Issuer Conditions in respect of such class of Current Issuer Notes and notified to the Paying Agents in accordance with Clause 7.4 (Confirmation of Amounts Payable in respect of the Current Issuer Notes); (b) whilst the Current Issuer Notes of any class continue to be represented by Global Note Certificates, all payments of principal or interest (as the case may be) due in respect of such Current Issuer Notes will be payable to, or to the order of, DTC or its nominee or Euroclear, Clearstream Luxembourg or their nominee; (c) if any Registered Definitive Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Issuer in writing and (if it is not itself the Principal Paying Agent) the Principal Paying Agent of such presentation or surrender and shall not make payment against the same such presentation or surrender until it is so instructed by the Current Issuer and has received the amount to be so paid;. (db) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled by it to the Registrar; (e) all payments in respect of the Current Issuer Notes will be distributed without deduction or withholding for any taxes, duties, assessments or other governmental charges of whatever nature except as and then only to the extent required by applicable law, in which case each Paying Agent shall be entitled to make such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; and (f) a A Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if in respect of the Notes, if: (i) in the case of the Principal Paying Agent it has not received the full amount of any payment due to it under Clause 7 6.1 (Payments Issuer to pay Principal Paying Agent and the Class B VFN Registrar); or (ii) in the case of each other Paying Agent: (A) it has been notified in accordance with Clause 6.6 (Failure to receive timely payment) that confirmation of the relevant payment instructions has not been received, unless it is subsequently notified that confirmation of such payment instructions has been received; or (B) it is not able to establish that the Principal Paying Agent has received (whether or not at the due time) the full amount of any payment due to it under Clause 6.1 (Issuer to pay Principal Paying Agent and the Class B VFN Registrar). (c) Each Paying Agent shall cancel or procure the cancellation of each Note Certificate against surrender of which it has made full payment and shall, in the case of a Paying Agent other than the Principal Paying Agent, deliver each Note Certificate so cancelled by it to, or to the order of, the Principal Paying Agents)Agent. All Notes which are redeemed shall be cancelled by the removal of the relevant Noteholder's name from the Register by the Registrar and cancellation of the corresponding Notes (or amendment of the Global Note if the Notes are represented thereby) by the Paying Agent to which they were surrendered or with which they were deposited. The Principal Paying Agent shall instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Notes which are cancelled. (d) In the case of payment of principal or interest against presentation of a Global Note, the relevant Paying Agent shall procure that there is endorsed in the Register the amount of such payment and, in the case of payment of principal, the remaining principal amount of the Global Note (which shall be the previous principal amount thereof less the amount of principal then paid) and shall procure the signature of such notation on its behalf. The Principal Paying Agent shall instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such payments. 7.2 Payments in respect of the Class B VFN

Payments to Noteholders. 8.1 Payments No payment shall be made with respect to the principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes (including, but not limited to, the redemption price with respect to the Notes submitted for redemption in accordance with Section 3.02 hereof, as provided in this Indenture), except payments and distributions made by the Trustee as permitted by Section 4.05 hereof, if: (i) a default in the payment of principal, premium, if any, interest, rent or other obligations in respect of Current Issuer Notes: Each Paying Agent acting through Designated Senior Indebtedness occurs and is continuing (or, in the case of Designated Senior Indebtedness for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Designated Senior Indebtedness) (a “Payment Default”), unless and until such Payment Default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than a Payment Default, on any Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its Specified Office maturity (or in the case of any lease, a default occurs and is continuing that permits the lessor to either terminate the lease or require the Company to make an irrevocable offer to terminate the lease following an event of default thereunder) and the Trustee receives a notice of the default (a “Payment Blockage Notice”) from a holder of Designated Senior Indebtedness, a Representative of Designated Senior Indebtedness or the Company (a “Non-Payment Default”). If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall make be effective for purposes of this Section 4.02 unless and until at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice. No Non-Payment Default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments of interest on and principal distributions in respect of the Current Issuer Notes upon the earlier of: (1) the date upon which any such Payment Default is cured or waived or ceases to exist, or (2) in the case of a Non-Payment Default, the earlier of (a) the date upon which such default is cured or waived or ceases to exist or (b) 179 days after the applicable Payment Blockage Notice is received by the Trustee if the maturity of such Designated Senior Indebtedness has not been accelerated (or in the case of any lease, 179 days after notice is received if the Company has not received notice that the lessor under such lease has exercised its right to terminate the lease or require the Company to make an irrevocable offer to terminate the lease following an event of default thereunder), unless this Article 4 otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the Current Issuer Conditions and so long as the Current Issuer Notes are evidenced by Global Note Certificates, the terms thereof, provided however, that: (a) no Paying Agent will make holders of such Senior Indebtedness before any payment of interest or principal in respect of any class is made on account of the Current Issuer Notes in an amount which is greater than the amount of interest or principal payable in accordance with the Current Issuer Conditions in respect of such class of Current Issuer Notes and notified to the Paying Agents in accordance with Clause 7.4 (Confirmation of Amounts Payable in respect of the Current Issuer Notes); (b) whilst the Current Issuer Notes of any class continue to be represented by Global Note Certificatesof, all payments of principal premium, if any, or interest (including Liquidated Damages, if any) on the Notes (except payments made pursuant to Article 13 from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding up, liquidation or reorganization), and upon any such dissolution or winding up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other similar proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Notes or the Trustee would be entitled, except for the provisions of this Article 4 shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Notes or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their Representative or Representatives, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution is made to the holders of the Notes or to the Trustee. For purposes of this Article 4 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 4 with respect to the Notes to the payment of all Senior Indebtedness which may at the time be outstanding provided that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new corporation, as the case may be) due in respect are not, without the consent of such Current Issuer Notes will be payable toholders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Article 12 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 4.02 if such other Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 12. In the event of the acceleration of the Notes because of an Event of Default, no payment or distribution shall be made to the order of, DTC Trustee or its nominee or Euroclear, Clearstream Luxembourg or their nominee; (c) if any Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Issuer in writing holder of such presentation or surrender and shall not make payment against the same until it is so instructed by the Current Issuer and has received the amount to be so paid; (d) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled by it to the Registrar; (e) all payments Notes in respect of the Current Issuer principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes will be distributed without deduction or withholding (including, but not limited to, the redemption price with respect to the Notes submitted for any taxesredemption in accordance with Section 3.02 hereof, dutiesas provided in this Indenture), assessments except payments and distributions made by the Trustee as permitted by Section 4.05 hereof, until all Senior Indebtedness has been paid in full in cash or other governmental charges payment satisfactory to the holders of whatever nature except Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Notes is accelerated because of an Event of Default, the Company or the Trustee shall promptly notify holders of Senior Indebtedness of the acceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing provisions in this Section 4.02, shall be received by the Trustee or the holders of the Notes before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtedness, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness or their Representative or Representatives, as and then only their respective interests may appear, as calculated by the Company, for application to the payment of any Senior Indebtedness remaining unpaid to the extent required by applicable lawnecessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in which case each Paying Agent this Section 4.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 8.06 hereof. This Section 4.02 shall be entitled to make such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; and (f) a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if it has not received the full amount of any payment due to it under Clause 7 (Payments subject to the Paying Agents)further provisions of Section 4.05 hereof.

Payments to Noteholders. 8.1 Payments in respect of Current Issuer Notes: Each Paying Agent acting through its Specified Office shall make payments of interest and principal in respect of the Current Issuer Notes in accordance with the Current Issuer Conditions and so long as the Current Issuer Notes are evidenced by Global Note Certificates, the terms thereof, provided however, that: (a) no Paying Agent will make any payment of interest or principal in respect of any class of the Current Issuer Notes in an amount which is greater than the amount of interest or principal payable in accordance with the Current Issuer Conditions in respect of such class of Current Issuer Notes and notified to the Paying Agents in accordance with Clause 7.4 (Confirmation of Amounts Payable in respect of the Current Issuer Notes); (b) whilst the Current Issuer Notes of any class continue to be represented by Global Note Certificates, all payments of principal or interest (as the case may be) due in respect of such Current Issuer Notes will be payable to, or to the order of, DTC or its nominee or Euroclear, Clearstream Luxembourg or their nominee; (c) if any Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Issuer in writing of such presentation or surrender and shall not make payment against the same until it is so instructed by the Current Issuer and has received the amount to be so paid; (d) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled by it to the Registrar; (e) all payments in respect of the Current Issuer Notes will be distributed without deduction or withholding for any taxes, duties, assessments or other governmental charges of whatever nature except as and then only to the extent required by applicable law, in which case each Paying Agent shall be entitled to make such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; and (f) a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if it has not received the full amount of any payment due to it under Clause 7 (Payments to the Paying Agents).makes

Payments to Noteholders. 8.1 Payments in No payment (including pursuant to any redemption or repurchase of Notes) shall be made with respect to the principal of, or premium, if any, or interest (including Liquidated Damages, if any) on the Notes, except payments and distributions made by the Trustee as permitted by Section 4.6, if at the time of Current Issuer Notes: Each Paying Agent acting through its Specified Office shall make payments of interest and principal in respect of the Current Issuer Notes in accordance with the Current Issuer Conditions and so long as the Current Issuer Notes are evidenced by Global Note Certificates, the terms thereof, provided however, thatsuch payment: (a) no Paying Agent will make any a default in the payment of principal, premium, if any, or interest or principal other payment due on Senior Indebtedness occurs and is continuing beyond any applicable period of grace; or (b) any other default occurs and is continuing with respect to Designated Senior Indebtedness that then permits holders of the Designated Senior Indebtedness as to which such default related to accelerate its maturity and the Trustee and the Company receive a notice of such default (a "Payment Blockage Notice") from a representative of Designated Senior Indebtedness or a holder of Designated Senior Indebtedness or the Company. The Company may and shall resume payments on the Notes (1) in the case of a payment default, on the date upon which such default is cured or waived or ceases to exist, and (2) in the case of a nonpayment default with respect to Designated Senior Indebtedness, on the earlier of the date on which the nonpayment default is cured or waived or ceases to exist or 179 days pass after the date on which the applicable Payment Blockage Notice is received. No new period of payment blockage may be commenced pursuant to a Payment Blockage Notice unless (A) at least 365 days shall have elapsed since the first day of effectiveness of the immediately prior Payment Blockage Notice and (B) all scheduled payments of principal, premium, if any, and interest on the Notes that have come due have been paid in full in cash, or in such other form of payment as may be acceptable to the holders of the Notes or the Trustee or the Noteholders shall not have begun proceedings to enforce the right of the Noteholders to receive payment. No default (whether or not such default is on the same issue of Designated Senior Indebtedness) that existed or was continuing on the date of delivery of any class Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. In addition, in the event of any acceleration of the Current Issuer Notes because of an Event of Default, no payment or distribution (including with respect to any redemption or repurchase of the Notes) shall be made to the Trustee or any holder of Notes with respect to the principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes, except payments and distributions made by the Trustee as permitted by Section 4.6, until all Senior Indebtedness has been paid in an amount which full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is greater than the amount of interest or principal payable rescinded in accordance with the Current Issuer Conditions terms of this Indenture. If payment of the Notes is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration. Notwithstanding the foregoing, in respect the event that the Trustee or any holder of Notes receives any payment or distribution of assets of the Company of any kind in contravention of any term of this Indenture, whether in cash, property or securities, including, without limitation, by way of setoff or otherwise, before all Senior Indebtedness is paid in full, in cash or such class other form of Current Issuer Notes and notified payment as may be acceptable to the Paying Agents holders of Senior Indebtedness, then such payment or distribution shall be held by the recipient or recipients in accordance with Clause 7.4 (Confirmation trust for the benefit of, and shall immediately be paid over or delivered to, the holders of Amounts Payable in respect of the Current Issuer Notes); (b) whilst the Current Issuer Notes of any class continue to be represented by Global Note Certificates, all payments of principal Senior Indebtedness or interest (as the case may be) due in respect of such Current Issuer Notes will be payable totheir respective representative or representatives, or to the order oftrustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, DTC or its nominee or Euroclearas their respective interests may appear, Clearstream Luxembourg or their nominee; (c) if any Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Issuer in writing of such presentation or surrender and shall not make payment against the same until it is so instructed calculated by the Current Issuer and has received the amount to be so paid; (d) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled by it Company, for application to the Registrar; (e) payment of all payments in respect of the Current Issuer Notes will be distributed without deduction or withholding for any taxes, duties, assessments or other governmental charges of whatever nature except as and then only Senior Indebtedness remaining unpaid to the extent required by applicable lawnecessary to make payment in full, in which case each Paying Agent cash or such other form of payment as may be acceptable to the holders of Senior Indebtedness, of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution, or provision therefor, to or for the holders of such Senior Indebtedness. Nothing in this Section 4.2 shall apply to claims of, or payments to, the Trustee pursuant to Section 8.6. This Section 4.2 shall be entitled to make such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; and (f) a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if it has not received the full amount of any payment due to it under Clause 7 (Payments subject to the Paying Agents)further provisions of Section 4.6.

Payments to Noteholders. 8.1 Payments in No payment shall be made with respect to the principal of Current Issuer Notes: Each Paying Agent acting through its Specified Office shall make payments of or interest and principal in respect of on the Current Issuer Notes in accordance with the Current Issuer Conditions and so long as the Current Issuer Notes are evidenced by Global Note Certificates(including, but not limited to, the terms thereofPrincipal Return or Fundamental Change Repurchase Price with respect to Notes as provided in this Indenture), provided howeverexcept payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 4.05, thatif: (a) no Paying Agent will make any a default in the payment of interest principal, premium, if any, interest, rent or principal other obligations in respect of Designated Senior Indebtedness occurs and is continuing beyond any class applicable period of grace (a “Payment Default”), unless and until such Payment Default shall have been cured or waived or shall have ceased to exist; or (b) a default, other than a Payment Default, on any Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its maturity, or in the case of Designated Senior Indebtedness in the form of a lease, a default other than a Payment Default occurs and is continuing that permits the lessor to either terminate the lease or require the Company to make an irrevocable offer to terminate the lease, and the Trustee receives written notice of the Current Issuer default (a “Payment Blockage Notice”) from a holder of Designated Senior Indebtedness, a Representative of Designated Senior Indebtedness or the Company (a “Non-Payment Default”). 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 4.02 unless and until at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice. No Non-Payment Default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Notes, including any past scheduled payments of the principal of, or interest, on such Notes (including, but not limited to, the Principal Return or Fundamental Change Repurchase Price with respect to Notes as provided in this Indenture), to which the holders of the Notes would have been entitled but for the provisions of this Article 4: (i) in the case of a Payment Default, on the date upon which such Payment Default is cured or waived in writing or ceases to exist, and (ii) in the case of a Non-Payment Default, the earlier of (a) the date upon which such default is cured or waived or ceases to exist or (b) 179 days after the Payment Blockage Notice is received by the Trustee if the maturity of such Designated Senior Indebtedness has not been accelerated and no Payment Default with respect to any Designated Senior Indebtedness has occurred which has not been cured or waived or ceased to exist (in such event clause (1) above shall instead be applicable). Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness before any payment is made on account of the principal of, or interest on the Notes (except payments made pursuant to Article 13 from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding up, liquidation or reorganization); 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 4, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Notes or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their Representative or Representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution is made to the holders of the Notes or to the Trustee. For purposes of this Article 4, 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 4 with respect to the Notes to the payment of all Senior Indebtedness that may at the time be outstanding; provided that (i) the Senior Indebtedness are assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article 12 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 4.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 12. In the event of the acceleration of the Notes because of an Event of Default, no payment or distribution shall be made to the Trustee or any holder of Notes in an amount which respect of the principal of, or interest on the Notes (including, but not limited to, the Principal Return or the Fundamental Change Repurchase Price with respect to Notes as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 4.05, until all Senior Indebtedness have been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is greater than the amount of interest or principal payable rescinded in accordance with the Current Issuer Conditions terms of this Indenture. If payment of the Notes is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in respect cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing provisions in this Section 4.02, shall be received by the Trustee or the holders of the Notes before all Senior Indebtedness are paid in full in cash or other payment satisfactory to the holders of such class of Current Issuer Notes and notified to the Paying Agents Senior Indebtedness, or provision is made for such payment thereof in accordance with Clause 7.4 (Confirmation of Amounts Payable its terms in respect of cash or other payment satisfactory to the Current Issuer Notes); (b) whilst the Current Issuer Notes of any class continue to be represented by Global Note Certificates, all payments of principal or interest (as the case may be) due in respect holders of such Current Issuer Notes will Senior Indebtedness, such payment or distribution shall be payable toheld 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 order oftrustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, DTC or its nominee or Euroclearas their respective interests may appear, Clearstream Luxembourg or their nominee; (c) if any Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Issuer in writing of such presentation or surrender and shall not make payment against the same until it is so instructed calculated by the Current Issuer and has received the amount to be so paid; (d) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled by it Company, for application to the Registrar; (e) all payments in respect payment of the Current Issuer Notes will be distributed without deduction or withholding for any taxes, duties, assessments or other governmental charges of whatever nature except as and then only Senior Indebtedness remaining unpaid to the extent required by applicable lawnecessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in which case each Paying Agent this Section 4.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 8.06. This Section 4.02 shall be entitled to make such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; and (f) a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if it has not received the full amount of any payment due to it under Clause 7 (Payments subject to the Paying Agents)further provisions of Section 4.05.

Payments to Noteholders. 8.1 Payments No payment shall be made with respect to the principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes (i) a default in the payment of principal, premium, if any, interest, rent or other obligations in respect of Current Issuer Notes: Each Paying Agent acting through Guarantor Senior Indebtedness occurs and is continuing (or, in the case of Guarantor Senior Indebtedness for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness) (a "Payment Default"), unless and until such Payment Default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than a Payment Default, on any Designated Guarantor Senior Indebtedness occurs and is continuing that then permits holders of such Designated Guarantor Senior Indebtedness to accelerate its Specified Office maturity and the Trustee receives a notice of the default (a "Payment Blockage Notice") from a holder of Designated Guarantor Senior Indebtedness, a Representative of Designated Guarantor Senior Indebtedness or the Guarantor (a "Non-Payment Default"). If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall make be effective for purposes of this Section 17.3 unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice and (B) all scheduled payments of principal, premium, if any, and interest (including Liquidated Damages, if any) on 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 to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Guarantor may and principal shall resume payments on and distributions in respect of the Current Issuer Notes in accordance with upon the Current Issuer Conditions and so long as the Current Issuer Notes are evidenced by Global Note Certificates, the terms thereof, provided however, thatearlier of: (1) the date upon which any such Payment Default is cured or waived or ceases to exist, or (2) in the case of a Non-Payment Default, the earlier of (a) no Paying Agent will make any payment of interest the date upon which such default is cured or principal in respect of any class of the Current Issuer Notes in an amount which is greater than the amount of interest waived or principal payable in accordance with the Current Issuer Conditions in respect of such class of Current Issuer Notes and notified ceases to the Paying Agents in accordance with Clause 7.4 (Confirmation of Amounts Payable in respect of the Current Issuer Notes); exist or (b) whilst 179 days after notice is received if the Current Issuer Notes maturity of such Designated Guarantor Senior Indebtedness has not been accelerated, unless this Article XVII otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Guarantor, or distribution of assets of the Guarantor of any class continue kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding up or For purposes of this Article XVII, the words, "cash, property or securities" shall not be represented deemed to include shares of stock of the Guarantor as reorganized or readjusted, or securities of the Guarantor or any other corporation provided for by Global Note Certificatesa plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVII with respect to the Notes to the payment of all payments Guarantor Senior Indebtedness which may at the time be outstanding; provided that (i) the Guarantor Senior Indebtedness is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of principal the holders of Guarantor Senior Indebtedness (other than leases which are not assumed by the Guarantor or interest (the new corporation, as the case may be) due are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Guarantor with, or the merger of the Guarantor into, another corporation or the liquidation or dissolution of the Guarantor 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 XII shall not be deemed a dissolution. winding-up, liquidation or reorganization for the purposes of this Section 17.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XII. In the event of the acceleration of the Notes because of an Event of Default, no payment or distribution shall be made to the Trustee or any holder of Notes in respect of the principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes (including, but not In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing provisions in this Section 17.3, shall be received by the Trustee or the holders of the Notes before all Guarantor Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Current Issuer Notes will Guarantor Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Guarantor Senior Indebtedness, such payment or distribution shall be payable toheld in trust for the benefit of and shall be paid over or delivered to the holders of Guarantor Senior Indebtedness or their representative or representatives, or to the order oftrustee or trustees under any indenture pursuant to which any instruments evidencing any Guarantor Senior Indebtedness may have been issued, DTC or its nominee or Euroclearas their respective interests may appear, Clearstream Luxembourg or their nominee; (c) if any Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Issuer in writing of such presentation or surrender and shall not make payment against the same until it is so instructed calculated by the Current Issuer and has received the amount to be so paid; (d) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled by it Guarantor, for application to the Registrar; (e) all payments in respect payment of the Current Issuer Notes will be distributed without deduction or withholding for any taxes, duties, assessments or other governmental charges of whatever nature except as and then only Guarantor Senior Indebtedness remaining unpaid to the extent required by applicable lawnecessary to pay all Guarantor Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Guarantor Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Guarantor Senior Indebtedness. Nothing in which case each Paying Agent this Section 17.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 8.6. This Section 17.3 shall be entitled to make such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; and (f) a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if it has not received the full amount of any payment due to it under Clause 7 (Payments subject to the Paying Agents)further provisions of Section 17.6.

Payments to Noteholders. 8.1 Payments In the event that a Bankruptcy Default occurs, then the holders of Senior Debt shall be entitled to receive payment in full of all amounts due or to become due on or in respect of Current all Senior Debt (including any interest accruing thereon after the commencement of any such case or proceeding), or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, before the Noteholders are entitled to receive any payment on account of principal of or interest on the Subordinated Notes, and to that end the holders of Senior Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment of distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Issuer being subordinated to the payment of the Subordinated Notes: Each Paying Agent acting through its Specified Office shall make payments of interest and principal , which may be payable or deliverable in respect of the Current Issuer Subordinated Notes in accordance with any such case, proceeding, dissolution or other winding up event. In the Current Issuer Conditions and so long as event that, notwithstanding the Current Issuer Notes are evidenced by Global Note Certificatesforegoing provisions of this Section, the terms thereof, provided however, that: (a) no Paying Agent will make Trustee or the Noteholder shall have received any payment or distribution of interest or principal in respect assets of the Issuer of any class kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the Current payment of any other indebtedness of the Issuer Notes being subordinated to the payment of the Subordinated Notes, before all Senior Debt is paid in an amount which is greater than full or payment thereof provided for, and if such fact shall, at or prior to the amount of interest or principal payable in accordance with the Current Issuer Conditions in respect time of such class of Current Issuer Notes and notified payment or distribution, have been made known to the Paying Agents in accordance with Clause 7.4 (Confirmation of Amounts Payable in respect of the Current Issuer Notes); (b) whilst the Current Issuer Notes of any class continue to be represented by Global Note CertificatesTrustee or, all payments of principal or interest (as the case may be) due , such Holder, than and in respect such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person ma king payment or distribution of such Current assets of the Issuer Notes will for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. For purposes of this Article only, the words “cash, property or securities” shall not be payable todeemed to include shares of stock of the Issuer as reorganized or readjusted, or securities of the Issuer or any other corporation or other entity provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Debt which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the order of, DTC or its nominee or Euroclear, Clearstream Luxembourg or their nominee; (c) if any Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Issuer in writing of such presentation or surrender and shall not make payment against the same until it is so instructed by the Current Issuer and has received the amount to be so paid; (d) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled by it Subordinated Notes are pursuant to the Registrar; (e) all payments provisions in respect this Article. The consolidation of the Current Issuer Notes will be distributed without deduction with, or withholding for any taxesthe merger of the Issuer into, dutiesanother legal entity or the liquidation or dissolution of the Issuer following the conveyance or transfer of its property as an entirety, assessments or other governmental charges of whatever nature except substantially as and then only an entirety, to the extent required by applicable law, in which case each Paying Agent shall be entitled to make such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; and (f) a Paying Agent another legal entity shall not be obliged (but shall be entitled) to make payments deemed a dissolution, winding-up, liquidation or reorganization for the purposes of principal this section if such other corporation shall, as a part of such consolidation, merger, conveyance or interest if it has not received transfer, assume all obligations contracted by the full amount of any payment due to it under Clause 7 (Payments to Issuer in connection with the Paying Agents)Subordinated Notes.

Payments to Noteholders. 8.1 Payments No payment shall be made with respect to the Principal Amount, Issue Price, accrued Original Issue Discount, accrued Liquidated Damages, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if -50- 59 any, on the Securities, except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 10.05, if: (i) a default in respect the payment of Current Issuer Notes: Each Paying Agent acting through principal, premium, interest, rent or other obligations due on any Senior Indebtedness has occurred and is continuing (or, in the case of Senior Indebtedness for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than a payment default, on Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its Specified Office maturity and the Trustee receives a notice of the default (a "Payment Blockage Notice") from a Representative of Designated Senior Indebtedness or the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall make be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of interest the Principal Amount, Issue Price, accrued Original Issue Discount, accrued Liquidated Damages, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and principal interest, if any, on the Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee (unless such default was waived, cured or otherwise ceased to exist and thereafter subsequently reoccurred) shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Current Issuer Notes Securities upon the earlier of: (1) in the case of a payment default, the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (ii) above, the earlier of the date on which such default is cured or waived or ceases to exist or 179 days after the date on which the applicable Payment Blockage Notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article 10 otherwise prohibits the payment or distribution at the time of such payment or distribution (including, without limitation, in the case of a default referred to in clause (ii) above, as a result of a payment default with respect to the applicable Senior Indebtedness as a consequence of the acceleration of the maturity thereof or otherwise). Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, moratorium of payments, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in Cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the Current Issuer Conditions and so long as the Current Issuer Notes are evidenced by Global Note Certificates, the terms thereof, provided however, that: (a) no Paying Agent will make holders of such Senior Indebtedness before any payment of interest or principal in respect of any class is made on account of the Current Issuer Notes in an amount which is greater than the amount of interest or principal payable in accordance with the Current Issuer Conditions in respect of such class of Current Issuer Notes Principal Amount, Issue Price, accrued Original Issue Discount, accrued Liquidated Damages, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and notified to the Paying Agents in accordance with Clause 7.4 (Confirmation of Amounts Payable interest, if any, in respect of the Current Issuer NotesSecurities (except payments made pursuant to Article 8 from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); (b) whilst ; and upon any such dissolution or winding-up or liquidation or reorganization of the Current Issuer Notes Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any class continue kind or character, whether in cash, property or securities, to which the Holders or the Trustee would be represented entitled, except for the provision of this Article 10, shall (except as aforesaid) be paid by Global Note Certificatesthe Company or by any receiver, trustee in bankruptcy, moratorium of payments, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their Representative or Representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all payments Senior Indebtedness in full, in Cash or other payment satisfactory to the holders of principal such Senior Indebtedness, after giving effect to any concurrent payment or interest distribution to or for the holders of Senior Indebtedness, before any payment or distribution is made to the Holders or to the Trustee. 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 which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new corporation, as the case may be) due are not, without the consent of such holders, altered by such reorganization or readjustment. The merger of the Company into another corporation, or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article 5 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 10.02 if such -52- other corporation shall, as a part of such merger, conveyance or transfer, comply with the conditions stated in Article 5. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities in respect of the Principal Amount, Issue Price, accrued Original Issue Discount, accrued Liquidated Damages, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect of the Securities, except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 10.05, until all Senior Indebtedness of the Company has been paid in full in Cash or other payment satisfactory to the holders of Senior Indebtedness or such Current Issuer Notes will acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the Company of the acceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be payable toreceived by the Holders of the Securities before all Senior Indebtedness is paid in full in Cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in Cash or other payment satisfactory to the holders of such Senior Indebtedness, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness or their Representative or Representatives, or to the order oftrustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, DTC or its nominee or Euroclearas their respective interests may appear, Clearstream Luxembourg or their nominee; (c) if any Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Issuer in writing of such presentation or surrender and shall not make payment against the same until it is so instructed calculated by the Current Issuer and has received the amount to be so paid; (d) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled by it Company, for application to the Registrar; (e) payment of all payments in respect of the Current Issuer Notes will be distributed without deduction or withholding for any taxes, duties, assessments or other governmental charges of whatever nature except as and then only Senior Indebtedness remaining unpaid to the extent required by applicable lawnecessary to pay all Senior Indebtedness in full in Cash or other payment satis factory 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 which case each Paying Agent this Article 10 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.07. This Section 10.02 shall be entitled to make such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; and (f) a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if it has not received the full amount of any payment due to it under Clause 7 (Payments subject to the Paying Agents)further provisions of Section 10.05.

Payments to Noteholders. 8.1 Payments in No payment shall be made with respect of Current Issuer Notes: Each Paying Agent acting through its Specified Office shall make payments of interest and to the principal in respect of of, premium, if any, or Liquidated Damages, if any, on the Current Issuer Notes in accordance with the Current Issuer Conditions and so long as the Current Issuer Notes are evidenced by Global Note Certificates(including, but not limited to, the terms thereofRedemption Price, Principal Return, Repurchase Price or Designated Event Repurchase Price with respect to Notes as provided howeverin this Indenture), thatexcept payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 4.05, if: (a) no Paying Agent will make any a default in the payment of interest principal, premium, if any, interest, rent or principal other obligations in respect of Senior Obligations occurs and is continuing (a “Payment Default”), unless and until such Payment Default shall have been cured or waived or shall have ceased to exist; or (b) a default, other than a Payment Default, on any class Designated Senior Obligations occurs and is continuing that then permits holders of such Designated Senior Obligations to accelerate its maturity and the Trustee receives written notice of the Current Issuer default (a “Payment Blockage Notice”) from a holder of Designated Senior Obligations, a Representative of Designated Senior Obligations or the Company (a “Non-Payment Default”). 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 4.02 unless and until at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice. No Non-Payment Default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Notes, including any past scheduled payments of the principal of, premium, if any, and Liquidated Damages, if any, on such Notes (including, but not limited to, the Redemption Price, Principal Return, Repurchase Price or Designated Event Repurchase Price with respect to Notes as provided in this Indenture), to which the holders of the Notes would have been entitled but for the provisions of this Article 4: (i) in the case of a Payment Default, on the date upon which such Payment Default is cured or waived or ceases to exist, and (ii) in the case of a Non-Payment Default, the earlier of (a) the date upon which such default is cured or waived or ceases to exist or (b) 179 days after the Payment Blockage Notice is received by the Trustee if the maturity of such Designated Senior Obligations has not been accelerated and no Payment Default with respect to any Senior Obligations has occurred which has not been cured or waived or ceased to exist (in such event clause (1) above shall instead be applicable), unless this Article 4 otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Obligations shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Obligations, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Obligations before any payment is made on account of the principal of, premium, if any, or Liquidated Damages, if any, on the Notes (except payments made pursuant to Article 13 from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding up, liquidation or reorganization); 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 4, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Notes or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Obligations (pro rata to such holders on the basis of the respective amounts of Senior Obligations 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 Obligations may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Obligations in full, in cash or other payment satisfactory to the holders of such Senior Obligations, after giving effect to any concurrent payment or distribution to or for the holders of Senior Obligations, before any payment or distribution is made to the holders of the Notes or to the Trustee. For purposes of this Article 4, 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 4 with respect to the Notes to the payment of all Senior Obligations that may at the time be outstanding; provided that (i) the Senior Obligations are assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Obligations are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article 12 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 4.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 12. In the event of the acceleration of the Notes because of an Event of Default, no payment or distribution shall be made to the Trustee or any holder of Notes in an amount which respect of the principal of, premium, if any, or Liquidated Damages, if any on the Notes (including, but not limited to, the Redemption Price, Principal Return, Repurchase Price or the Designated Event Repurchase Price with respect to Notes as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 4.05, until all Senior Obligations have been paid in full in cash or other payment satisfactory to the holders of Senior Obligations or such acceleration is greater than the amount of interest or principal payable rescinded in accordance with the Current Issuer Conditions terms of this Indenture. If payment of the Notes is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Obligations of the acceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in respect cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing provisions in this Section 4.02, shall be received by the Trustee or the holders of the Notes before all Senior Obligations are paid in full in cash or other payment satisfactory to the holders of such class of Current Issuer Notes and notified to the Paying Agents Senior Obligations, or provision is made for such payment thereof in accordance with Clause 7.4 (Confirmation of Amounts Payable its terms in respect of cash or other payment satisfactory to the Current Issuer Notes); (b) whilst the Current Issuer Notes of any class continue to be represented by Global Note Certificates, all payments of principal or interest (as the case may be) due in respect holders of such Current Issuer Notes will Senior Obligations, such payment or distribution shall be payable toheld in trust for the benefit of and shall be paid over or delivered to the holders of Senior Obligations or their Representative or Representatives, or to the order oftrustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Obligations may have been issued, DTC or its nominee or Euroclearas their respective interests may appear, Clearstream Luxembourg or their nominee; (c) if any Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Issuer in writing of such presentation or surrender and shall not make payment against the same until it is so instructed calculated by the Current Issuer and has received the amount to be so paid; (d) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled by it Company, for application to the Registrar; (e) all payments in respect payment of the Current Issuer Notes will be distributed without deduction or withholding for any taxes, duties, assessments or other governmental charges of whatever nature except as and then only Senior Obligations remaining unpaid to the extent required by applicable lawnecessary to pay all Senior Obligations in full in cash or other payment satisfactory to the holders of such Senior Obligations, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Obligations. Nothing in which case each Paying Agent this Section 4.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 8.06. This Section 4.02 shall be entitled to make such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; and (f) a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if it has not received the full amount of any payment due to it under Clause 7 (Payments subject to the Paying Agents)further provisions of Section 4.05.

Payments to Noteholders. 8.1 Payments No payment shall be made with respect to the principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes (including, but not limited to, the redemption price and Additional Payment, if any, with respect to the Notes to be called for redemption in accordance with Section 3.02 or submitted for redemption in accordance with Section 3.05, 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 4.05, if: (i) a default in the payment of principal, premium, if any, interest, rent or other obligations in respect of Current Issuer Notes: Each Paying Agent acting through Designated Senior Indebtedness occurs and is continuing (or, in the case of Designated Senior Indebtedness for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Designated Senior Indebtedness) (a "Payment Default"); or (ii) a default, other than a Payment Default, on any Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its Specified Office maturity (or in the case of any lease that is a Designated Senior Indebtedness, a default occurs and is continuing that permits the lessor to either terminate the lease or require the Company to make an irrevocable offer to terminate the lease following an event of default thereunder) 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 (a "Non-Payment Default"). If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall make be effective for purposes of this Section 4.02 unless and until at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice. No Non-Payment Default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments of interest on and principal distributions in respect of the Current Issuer Notes in accordance with the Current Issuer Conditions and so long as the Current Issuer Notes are evidenced by Global Note Certificates(including, but not limited to, the terms thereofredemption price and Additional Payment, provided howeverif any, thatwith respect to the Notes to be called for redemption) upon the earlier of: (1) the date upon which any such Payment Default is cured or waived or ceases to exist, or (2) in the case of a Non-Payment Default, the earlier of (a) no Paying Agent will make any payment of interest the date upon which such default is cured or principal in respect of any class of the Current Issuer Notes in an amount which is greater than the amount of interest waived or principal payable in accordance with the Current Issuer Conditions in respect of such class of Current Issuer Notes and notified ceases to the Paying Agents in accordance with Clause 7.4 (Confirmation of Amounts Payable in respect of the Current Issuer Notes); exist or (b) whilst 179 days after the Current Issuer Notes applicable Payment Blockage Notice is received by the Trustee if the maturity of such Designated Senior Indebtedness has not been accelerated (or in the case of any class continue lease, 179 days after notice is received if the Company has not received notice that the lessor under such lease has exercised its right to be represented terminate the lease or require the Company to make an irrevocable offer to terminate the lease following an event of default thereunder), unless this Article 4 otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by Global Note Certificatesthe Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all payments amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness before any payment is made on account of the principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes (except payments made pursuant to Article 13 from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding up, liquidation or reorganization), and upon any such dissolution or winding up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other similar proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Notes or the Trustee would be entitled, except for the provisions of this Article 4, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Notes or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their Representative or Representatives, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution is made to the holders of the Notes or to the Trustee. For purposes of this Article 4, 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 4 with respect to the Notes to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new corporation, as the case may be) due in respect are not, without the consent of such Current Issuer Notes will be payable toholders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Article 12 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 4.02 if such other Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 12. In the event of the acceleration of the Notes because of an Event of Default, no payment or distribution shall be made to the order of, DTC Trustee or its nominee or Euroclear, Clearstream Luxembourg or their nominee; (c) if any Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Issuer in writing holder of such presentation or surrender and shall not make payment against the same until it is so instructed by the Current Issuer and has received the amount to be so paid; (d) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled by it to the Registrar; (e) all payments Notes in respect of the Current Issuer principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes will be distributed without deduction (including, but not limited to, the redemption price and Additional Payment, if any, with respect to the Notes called for redemption in accordance with Section 3.02 or withholding submitted for any taxesredemption in accordance with Section 3.05, dutiesas the case may be, assessments as provided in this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 4.05, until all Senior Indebtedness has been paid in full in cash or other governmental charges payment satisfactory to the holders of whatever nature except Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Notes is accelerated because of an Event of Default, the Company or, at the Company's request and expense, the Trustee shall promptly notify holders of Senior Indebtedness of the acceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing provisions in this Section 4.02, shall be received by the Trustee or the holders of the Notes before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtedness, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness or their Representative or Representatives, as and then only their respective interests may appear, as calculated by the Company, for application to the payment of any Senior Indebtedness remaining unpaid to the extent required by applicable lawnecessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in which case each Paying Agent this Section 4.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 8.06. This Section 4.02 shall be entitled to make such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; and (f) a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if it has not received the full amount of any payment due to it under Clause 7 (Payments subject to the Paying Agents)further provisions of Section 4.05.

Payments to Noteholders. 8.1 Payments in No payment shall be made with respect of Current Issuer Notes: Each Paying Agent acting through its Specified Office shall make payments of interest and to the principal in of, premium, if any, or Liquidated Damages, if any, on the Notes (including, but not limited to, the Repurchase Price with respect of the Current Issuer to Notes submitted for repurchase in accordance with Article XVI as provided in this Indenture), except payments and distributions made by the Current Issuer Conditions and so long Trustee as permitted by the Current Issuer Notes are evidenced by Global Note Certificatesfirst or second paragraph of Section 4.5, the terms thereof, provided however, thatif: (a) no Paying Agent will make any a default in the payment of interest principal, premium, if any, interest, rent or principal other obligations in respect of Senior Obligations occurs and is continuing (a “Payment Default”), unless and until such Payment Default shall have been cured or waived or shall have ceased to exist; or (b) a default, other than a Payment Default, on any class Designated Senior Obligations occurs and is continuing that then permits holders of such Designated Senior Obligations to accelerate its maturity and the Trustee receives written notice of the Current Issuer default (a “Payment Blockage Notice”) from a holder of Designated Senior Obligations, a Representative of Designated Senior Obligations or the Company (a “Non-Payment Default”). 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 4.2 unless and until at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice. No Non-Payment Default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Notes, including any past scheduled payments of the principal of, premium, if any, and Liquidated Damages, if any on such Notes (including, but not limited to, the Repurchase Price with respect to Notes submitted for repurchase in accordance with Article XVI as provided in this Indenture), to which the holders of the Notes would have been entitled but for the provisions of this Article IV: (1) in the case of a Payment Default, on the date upon which such Payment Default is cured or waived or ceases to exist, and (2) in the case of a Non-Payment Default, the earlier of (a) the date upon which such default is cured or waived or ceases to exist or (b) 179 days after the Payment Blockage Notice is received by the Trustee if the maturity of such Designated Senior Obligations has not been accelerated and no Payment Default with respect to any Senior Obligations has occurred which has not been cured or waived or ceased to exist (in such event clause (1) above shall instead be applicable), unless this Article IV otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Obligations shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Obligations, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Obligations before any payment is made on account of the principal of, premium, if any, or Liquidated Damages, if any, on the Notes (except payments made pursuant to Article XIII from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding up, liquidation or reorganization); and upon any such dissolution or winding up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Notes or the Trustee would be entitled, except for the provision of this Article IV, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Notes or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Obligations (pro rata to such holders on the basis of the respective amounts of Senior Obligations 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 Obligations may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Obligations in full, in cash or other payment satisfactory to the holders of such Senior Obligations, after giving effect to any concurrent payment or distribution to or for the holders of Senior Obligations, before any payment or distribution is made to the holders of the Notes or to the Trustee. For purposes of this Article IV, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article IV with respect to the Notes to the payment of all Senior Obligations that may at the time be outstanding; provided that (i) the Senior Obligations are assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Obligations are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XII shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 4.2 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XII. In the event of the acceleration of any series of the Notes because of an Event of Default, no payment or distribution shall be made to the Trustee or any holder of Notes in an amount which respect of the principal of, premium, if any, or Liquidated Damages, if any on the Notes (including, but not limited to, the Repurchase Price with respect to Notes submitted for repurchase in accordance with Article XVI as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 4.5, until all Senior Obligations have been paid in full in cash or other payment satisfactory to the holders of Senior Obligations or such acceleration is greater than the amount of interest or principal payable rescinded in accordance with the Current Issuer Conditions terms of this Indenture. If payment of the Notes is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Obligations of the acceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in respect cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing provisions in this Section 4.2, shall be received by the Trustee or the holders of the Notes before all Senior Obligations are paid in full in cash or other payment satisfactory to the holders of such class of Current Issuer Notes and notified to the Paying Agents Senior Obligations, or provision is made for such payment thereof in accordance with Clause 7.4 (Confirmation of Amounts Payable its terms in respect of cash or other payment satisfactory to the Current Issuer Notes); (b) whilst the Current Issuer Notes of any class continue to be represented by Global Note Certificates, all payments of principal or interest (as the case may be) due in respect holders of such Current Issuer Notes will Senior Obligations, such payment or distribution shall be payable toheld in trust for the benefit of and shall be paid over or delivered to the holders of Senior Obligations or their Representative or Representatives, or to the order oftrustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Obligations may have been issued, DTC or its nominee or Euroclearas their respective interests may appear, Clearstream Luxembourg or their nominee; (c) if any Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Issuer in writing of such presentation or surrender and shall not make payment against the same until it is so instructed calculated by the Current Issuer and has received the amount to be so paid; (d) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled by it Company, for application to the Registrar; (e) all payments in respect payment of the Current Issuer Notes will be distributed without deduction or withholding for any taxes, duties, assessments or other governmental charges of whatever nature except as and then only Senior Obligations remaining unpaid to the extent required by applicable lawnecessary to pay all Senior Obligations in full in cash or other payment satisfactory to the holders of such Senior Obligations, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Obligations. Nothing in which case each Paying Agent this Section 4.2 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 8.6. This Section 4.2 shall be entitled to make such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; and (f) a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if it has not received the full amount of any payment due to it under Clause 7 (Payments subject to the Paying Agents).further provisions of Section 4.5

Payments to Noteholders. 8.1 Payments in No payment shall be made with respect of Current Issuer Notes: Each Paying Agent acting through its Specified Office shall make payments of interest to the principal of, premium, if any, or Interest and principal in Additional Amounts, if any, on the Notes (including, but not limited to, the redemption price with respect of to the Current Issuer Notes to be called or submitted for redemption in accordance with this Indenture), except payments and distributions made by the Current Issuer Conditions and so long Trustee as permitted by the Current Issuer Notes are evidenced by Global Note Certificatesfirst or second paragraph of Section 4.05, the terms thereof, provided however, thatif: (a) no Paying Agent will make any a default in the payment of interest principal, premium, if any, interest, rent or principal other obligations in respect of Senior Indebtedness occurs and is continuing beyond any class applicable period of grace (a "Payment Default"); or (b) a default, other than a Payment Default, on any Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of the Current Issuer default (a "Payment Blockage Notice") from a holder of Designated Senior Indebtedness, a Representative of Designated Senior Indebtedness or the Company (a "Non-Payment Default"). 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 4.02 unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice and (B) all scheduled payments of principal, premium, if any, and Interest and Additional Amounts, if any, on the Notes that have come due have been paid in an amount which is greater than full in cash. No Non-Payment Default that existed or was continuing on the amount date of interest or principal payable in accordance with the Current Issuer Conditions in respect delivery of such class of Current Issuer Notes and notified any Payment Blockage Notice to the Paying Agents in accordance with Clause 7.4 (Confirmation of Amounts Payable Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Current Issuer Notes);Notes upon: (1) in the case of a Payment Default, the date upon which any such Payment Default is cured or waived or ceases to exist, or (2) in the case of a Non-Payment Default, the earlier of (a) the date upon which such default is cured or waived or ceases to exist or (b) whilst 179 days after the Current Issuer Notes applicable Payment Blockage Notice is received by the Trustee, unless this Article 4 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 class continue kind or character, whether in cash, property or securities, to be represented by Global Note Certificatescreditors upon any dissolution or winding up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness before any payment is made on account of the principal of, premium, if any, or Interest and Additional Amounts, if any, on the Notes (except payments made pursuant to Section 6.04(c) from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding up, liquidation or reorganization), and upon any such dissolution or winding up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Notes or the Trustee would be entitled, except for the provisions of this Article 4, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Notes or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their Representative or Representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution is made to the holders of the Notes or to the Trustee. For purposes of this Article 4, 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 4 with respect to the Notes to the payment of all Senior Indebtedness which may at the time be outstanding. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Article 14 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 4.02 if such other Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 14. In the event of the acceleration of the Notes because of an Event of Default, no payment or distribution shall be made to the Trustee or any holder of Notes in respect of the principal of, premium, if any, or interest Interest and Additional Amounts, if any, on the Notes (including, but not limited to, the redemption price with respect to the Notes called for redemption or submitted for repurchase at the option of the holder, as the case may be) due , as provided in respect this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 4.05, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Notes is accelerated because of an Event of Default, the Company or the Trustee shall promptly notify holders of Senior Indebtedness of the acceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing provisions in this Section 4.02, shall be received by the Trustee or the holders of the Notes before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Current Issuer Notes will Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtedness, such payment or distribution shall be payable toheld 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 order oftrustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, DTC or its nominee or Euroclearas their respective interests may appear, Clearstream Luxembourg or their nominee; (c) if any Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Issuer in writing of such presentation or surrender and shall not make payment against the same until it is so instructed calculated by the Current Issuer and has received the amount to be so paid; (d) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled by it Company, for application to the Registrar; (e) all payments in respect payment of the Current Issuer Notes will be distributed without deduction or withholding for any taxes, duties, assessments or other governmental charges of whatever nature except as and then only Senior Indebtedness remaining unpaid to the extent required by applicable lawnecessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in which case each Paying Agent this Section 4.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.06. This Section 4.02 shall be entitled to make such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; and (f) a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if it has not received the full amount of any payment due to it under Clause 7 (Payments subject to the Paying Agents)further provisions of Section 4.05.

Payments to Noteholders. 8.1 6.1 Payments in respect of Current Issuer the Class A Notes: Each (a) Subject to Clause 6.1(c), each Paying Agent acting through its Specified Office shall make payments of principal and interest and principal in respect of the Current Issuer Class A Notes in accordance with the Current Issuer Conditions and so long as (and, in the Current Issuer case of the Class A Notes are evidenced by a Global Note CertificatesNote, the terms thereof, ) provided however, that: (a) no Paying Agent will make that if any payment of interest or principal in respect of any class of the Current Issuer Notes in an amount which is greater than the amount of interest or principal payable in accordance with the Current Issuer Conditions in respect of such class of Current Issuer Notes and notified to the Paying Agents in accordance with Clause 7.4 (Confirmation of Amounts Payable in respect of the Current Issuer Notes); (b) whilst the Current Issuer Notes of any class continue to be represented by Global Note Certificates, all payments of principal or interest (as the case may be) due in respect of such Current Issuer Notes will be payable to, or to the order of, DTC or its nominee or Euroclear, Clearstream Luxembourg or their nominee; (c) if any Definitive Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable forthwith notify the Current Issuer in writing and (if it is not itself the Principal Paying Agent) the Principal Paying Agent of such presentation or surrender and shall not make payment against the same such presentation or surrender until it is so instructed by the Current Issuer and has received the amount to be so paid;. (db) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled Whilst any Notes are represented by it to the Registrar; (e) a Global Note, all payments due in respect of the Current Issuer Notes will shall be distributed without deduction made to, or withholding for any taxes, duties, assessments or other governmental charges of whatever nature except as and then only to the extent required by applicable laworder of, the holder of the Global Note, subject to and in which case accordance with the provisions of the Global Note. On the occasion of each payment, the Principal Paying Agent shall be entitled instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; andpayment. (fc) a A Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if in respect of the Class A Notes, if: (i) in the case of the Principal Paying Agent it has not received the full amount of any payment due to it under Clause 7 5.1 (Payments Issuer to pay Principal Paying Agent and Class Z VFN Registrar) in accordance with the timing set out in Clause 5.2 (Xxxxxx and time of payment); or (ii) in the case of each other Paying Agent: (A) it has been notified in accordance with Clause 5.6 (Failure to receive timely payment) that confirmation of the relevant payment instructions has not been received, unless it is subsequently notified that confirmation of such payment instructions has been received; or (B) it is not able to establish that the Principal Paying Agent has received (whether or not at the due time) the full amount of any payment due to it under Clause 5.1 (Issuer to pay Principal Paying Agent and Class Z VFN Registrar). (iii) Each Paying Agent shall cancel each Note Certificate against surrender of which it has made full payment and shall, in the case of a Paying Agent other than the Principal Paying Agent, deliver each Note Certificate so cancelled by it to, or to the order of, the Principal Paying Agents)Agent. (d) If any payment provided for in Clause 5.1 (Issuer to pay Principal Paying Agent and Class Z VFN Registrar) is made late but otherwise in accordance with this Agreement the Paying Agents will nevertheless make such payments in respect of the Notes but shall only be obliged to make the relevant payment on the succeeding Business Day. 6.2 Payments in respect of the Class Z VFN

Payments to Noteholders. 8.1 6.1 Payments in respect of Current Issuer the Class A Notes: Each (a) Subject to Clause 6.1(c), each Paying Agent acting through its Specified Office shall make payments of principal and interest and principal in respect of the Current Issuer Class A Notes in accordance with the Current Issuer Conditions and so long as (and, in the Current Issuer case of the Class A Notes are evidenced by a Global Note CertificatesNote, the terms thereof, ) provided however, that: (a) no Paying Agent will make that if any payment of interest or principal in respect of any class of the Current Issuer Notes in an amount which is greater than the amount of interest or principal payable in accordance with the Current Issuer Conditions in respect of such class of Current Issuer Notes and notified to the Paying Agents in accordance with Clause 7.4 (Confirmation of Amounts Payable in respect of the Current Issuer Notes); (b) whilst the Current Issuer Notes of any class continue to be represented by Global Note Certificates, all payments of principal or interest (as the case may be) due in respect of such Current Issuer Notes will be payable to, or to the order of, DTC or its nominee or Euroclear, Clearstream Luxembourg or their nominee; (c) if any Definitive Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Issuer in writing and (if it is not itself the Principal Paying Agent) the Principal Paying Agent of such presentation or surrender and shall not make payment against the same such presentation or surrender until it is so instructed by the Current Issuer and has received the amount to be so paid;. (db) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled Whilst any Notes are represented by it to the Registrar; (e) a Global Note, all payments due in respect of the Current Issuer Notes will shall be distributed without deduction made to, or withholding for any taxes, duties, assessments or other governmental charges of whatever nature except as and then only to the extent required by applicable laworder of, the holder of the Global Note, subject to and in which case accordance with the provisions of the Global Note. On the occasion of each payment the Principal Paying Agent shall be entitled instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; andpayment. (fc) a A Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if in respect of the Class A Notes, if: (i) in the case of the Principal Paying Agent, it has not received the full amount of any payment due to it under Clause 7 5.1 (Payments Issuer to pay Principal Paying Agent and Class Z VFN Registrar) in accordance with the timing set out in Clause 5.2 (Manner and time of payment); or (ii) in the case of each other Paying Agent: (A) it has been notified in accordance with Clause 5.7 (Failure to receive timely payment) that confirmation of the full amount in Agreed Currency has not been received by the Principal Paying Agent, unless it is subsequently notified that it has been received; or (B) it is not able to establish that the Principal Paying Agent has received (whether or not at the due time) the full amount of any payment due to it under Clause 5.1 (Issuer to pay Principal Paying Agent and Class Z VFN Registrar). (iii) Each Paying Agent shall cancel each Global Note against surrender of which it has made full payment and shall, in the case of a Paying Agent other than the Principal Paying Agent, deliver each Global Note so cancelled by it to, or to the order of, the Principal Paying AgentsAgent. (d) If any payment provided for in Clause 5.1 (Issuer to pay Principal Paying Agent and Class Z VFN Registrar) is made late but otherwise in accordance with this Agreement the Paying Agents will nevertheless make such payments in respect of the Notes but shall only be obliged to make the relevant payment on the succeeding Business Day. (e) If the date for payment of any amount in respect of a Note is not a Presentation Date, the Paying Agents shall not be obliged to make any payments of principal or interest in respec t of the Class A Notes until the next following Presentation Date in the relevant place and shall not incur any liability in respect of such delay. In this Clause 6.1(e), the expression Presentation Date means a day which is (a) a Business Day and (b) a day on which banks are generally open for business in the relevant place. 6.2 Payments in respect of the Class Z VFN

Payments to Noteholders. 8.1 Payments No direct or indirect payment shall be made on the Guaranty by the Guarantor, if there shall have occurred and be continuing (a) any default in the payment of principal, premium, if any, or interest on any Guarantor Senior Indebtedness continuing beyond the period of grace, if any, specified in the instrument or lease evidencing such Guarantor Senior Indebtedness with respect to Guarantor Senior Indebtedness, or (b) any other default with respect to any Guarantor Senior Indebtedness permitting the acceleration thereof and such default is the subject of Current Issuer Notes: Each Paying Agent acting through its Specified Office a judicial proceeding or the Guarantor receives notice of such a default from the holders of an aggregate of not less than $50,000,000 aggregate principal amount of such Guarantor Senior Indebtedness (provided, however, that in the case of Guarantor Senior Indebtedness issued pursuant to an indenture such notice may be validly given only by the trustee under such indenture), unless and until such default or event of default shall make payments of interest and principal in respect have been cured or waived or shall have ceased to exist. Upon any acceleration of the Current Issuer principal of the Notes or any payment by the Guarantor, or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Guarantor Senior Indebtedness shall first be paid in full in money or money's worth, or payment thereof provided for in accordance with the Current Issuer Conditions and so long as the Current Issuer Notes are evidenced by Global Note Certificatesits terms, the terms thereof, provided however, that: (a) no Paying Agent will make before any payment is made by the Guarantor pursuant to the Guaranty on account of the principal of (and premium, if any) or interest on the Notes; and upon any such dissolution or principal in respect winding-up or liquidation or reorganization, any payment by the Guarantor, or distribution of assets of the Guarantor of any class kind or character, whether in cash, property or securities, to which the holders of the Current Issuer Notes in an amount which is greater than or the amount of interest Trustee would be entitled pursuant to or principal payable in accordance with the Current Issuer Conditions in respect of such class of Current Issuer Notes and notified to the Paying Agents Guaranty except for the provisions of this Article XVIII, shall (except as aforesaid) be paid by the Guarantor or by any receiver, trustee in accordance with Clause 7.4 (Confirmation of Amounts Payable in respect bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Current Issuer Notes); Notes or by the Trustee under this Indenture if received by them or it, directly to the holders of Guarantor Senior Indebtedness (bpro rata to such holders on the basis of the respective amounts of Guarantor Senior Indebtedness held by such holders, as calculated by the Guarantor) whilst or their representative or representatives, or to the Current Issuer trustee or trustees under any indenture pursuant to which any instruments evidencing any Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Guarantor Senior Indebtedness in full in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of Guarantor Senior Indebtedness, before any payment or distribution is made to the holders of the Notes or to the Trustee pursuant to the Guaranty. In the event that, notwithstanding the foregoing, any payment by or distribution of assets of the Guarantor of any class continue kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee or the holders of the Notes before all Guarantor Senior Indebtedness is paid in full in money or money's worth, or provision is made for such payment, and if such fact shall then have been made known to be represented by Global Note Certificatesa Responsible Officer of the Trustee or, all payments of principal or interest (as the case may be) due , such Noteholder, then and in respect such event such payment or distribution shall be paid over or delivered to the holders of such Current Issuer Notes will be payable toGuarantor Senior Indebtedness or their representative or representatives, or to the order oftrustee or trustees under any indenture pursuant to which any instruments evidencing any Guarantor Senior Indebtedness may have been issued, DTC or its nominee or Euroclearas their respective interests may appear, Clearstream Luxembourg or their nominee; (c) if any Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Issuer in writing of such presentation or surrender and shall not make payment against the same until it is so instructed by the Current Issuer and has received the amount to be so paid; (d) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled by it application to the Registrar; (e) payment of all payments in respect of the Current Issuer Notes will be distributed without deduction or withholding for any taxes, duties, assessments or other governmental charges of whatever nature except as and then only Guarantor Senior Indebtedness remaining unpaid to the extent required by applicable lawnecessary to pay all Guarantor Senior Indebtedness in full in money or money's worth, in which case each Paying Agent shall be entitled after giving effect to any concurrent payment or distribution to or for the holders of such Guarantor Senior Indebtedness (but subject to the power of a court of competent jurisdiction to make other equitable provision, which shall have been determined by such deduction court to give effect to the rights conferred in this Article XVIII upon the Guarantor Senior Indebtedness and the holders thereof with respect to Notes or withholding from any payment which it makes hereunderthe holders thereof or the Trustee, by a lawful plan of reorganization or readjustment under applicable bankruptcy law). If any such deduction The consolidation of the Guarantor with, or withholding is required the merger of the Guarantor into, another corporation or the liquidation or dissolution of the Guarantor following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to be made, then neither another corporation upon the Current Issuer nor any other person will be obliged to pay any additional amounts terms and conditions provided for in respect thereof; and (f) a Paying Agent Section 18.9 hereof shall not be obliged (but shall be entitled) deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 18.2 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Section 18.9 hereof. The holders of Guarantor Senior Indebtedness may, at any time and from time to make payments time, without the consent of principal or interest if it has not received the full amount of any payment due to it under Clause 7 (Payments notice to the Paying Agents)holders of the Notes, without incurring responsibility to the holders of the Notes and without impairing or releasing the obligations of the holders of the Notes hereunder to the holders of Guarantor Senior Indebtedness: (i) change the manner, place or terms of payment or change or extend the time of payment of, or renew or alter, Guarantor Senior Indebtedness, or otherwise amend in any manner Guarantor Senior Indebtedness or any instrument evidencing the same or any agreement under which Guarantor Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Guarantor Senior Indebtedness; (iii) release any Person liable in any manner for the collection of Guarantor Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Guarantor and any other Person.

Payments to Noteholders. 8.1 6.1 Payments in respect of Current Issuer the Class A Notes: Each (a) Subject to Clause 6.1(c), the Principal Paying Agent acting through its Specified Office shall make payments of principal and interest and principal in respect of the Current Issuer Class A Notes in accordance with the Current Issuer Conditions and so long as (and, in the Current Issuer case of the Class A Notes are evidenced by a Global Note CertificatesNote, the terms thereof, ) provided however, that: (a) no Paying Agent will make that if any payment of interest or principal in respect of any class of the Current Issuer Notes in an amount which is greater than the amount of interest or principal payable in accordance with the Current Issuer Conditions in respect of such class of Current Issuer Notes and notified to the Paying Agents in accordance with Clause 7.4 (Confirmation of Amounts Payable in respect of the Current Issuer Notes); (b) whilst the Current Issuer Notes of any class continue to be represented by Global Note Certificates, all payments of principal or interest (as the case may be) due in respect of such Current Issuer Notes will be payable to, or to the order of, DTC or its nominee or Euroclear, Clearstream Luxembourg or their nominee; (c) if any Definitive Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Issuer in writing and (if it is not itself the Principal Paying Agent) the Principal Paying Agent of such presentation or surrender and shall not make payment against the same such presentation or surrender until it is so instructed by the Current Issuer and has received the amount to be so paid;. (db) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled Whilst any Notes are represented by it to the Registrar; (e) a Global Note, all payments due in respect of the Current Issuer Notes will shall be distributed without deduction made to, or withholding for any taxes, duties, assessments or other governmental charges of whatever nature except as and then only to the extent required by applicable laworder of, the holder of the Global Note, subject to and in which case accordance with the provisions of the Global Note. On the occasion of each payment, the Principal Paying Agent shall be entitled instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; and. (fc) a A Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if in respect of the Class A Notes, if: (i) in the case of the Principal Paying Agent, it has not received the full amount of any payment due to it under Clause 7 5.1 (Payments Issuer to pay Principal Paying Agent and Class Z VFN Registrar) in accordance with the timing set out in Clause 5.2 (Xxxxxx and time of payment); or (ii) in the case of each other Paying Agent: (A) it has been notified in accordance with Clause 5.7 (Failure to receive timely payment) that confirmation of the full amount has not been received by the Principal Paying Agent unless it is subsequently notified that it has been received; or (B) it is not able to establish that the Principal Paying Agent has received (whether or not at the due time) the full amount of any payment due to it under Clause 5.1 (Issuer to pay Principal Paying Agent and Class Z VFN Registrar). (iii) Each Paying Agent shall cancel each Global Note against surrender of which it has made full payment and shall, in the case of a Paying Agent other than the Principal Paying Agent, deliver each Global Note so cancelled by it to, or to the order of, the Principal Paying AgentsAgent. (d) If any payment provided for in Clause 5.1 (Issuer to pay Principal Paying Agent and Class Z VFN Registrar) is made late but otherwise in accordance with this Agreement the Paying Agents will nevertheless make such payments in respect of the Notes but shall only be obliged to make the relevant payment on the succeeding Business Day. (e) If the date for payment of any amount in respect of a Note is not a Presentation Date, the Paying Agents shall not be obliged to make any payments of principal or interest in respect of the Class A Notes until the next following Presentation Date in the relevant place and shall not incur any liability in respect of such delay. In this Clause 6.1(e), the expression Presentation Date means a day which is (a) a Business Day and (b) a day on which banks are generally open for business in the relevant place. 6.2 Payments in respect of the Class Z VFN

Payments to Noteholders. 8.1 Payments in No payment shall be made with respect of Current Issuer Notes: Each Paying Agent acting through its Specified Office shall make payments of to the principal of, premium, if any, or interest and principal in (including Liquidated Damages, if any) on the Notes (including, but not limited to, the redemption price with respect of to the Current Issuer Notes to be called for redemption in accordance with the Current Issuer Conditions and so long as the Current Issuer Notes are evidenced by Global Note Certificates, the terms thereof, provided however, that: (a) no Paying Agent will make any payment of interest Section 3.2 or principal in respect of any class of the Current Issuer Notes in an amount which is greater than the amount of interest or principal payable submitted for redemption in accordance with the Current Issuer Conditions in respect of such class of Current Issuer Notes and notified to the Paying Agents in accordance with Clause 7.4 (Confirmation of Amounts Payable in respect of the Current Issuer Notes); (b) whilst the Current Issuer Notes of any class continue to be represented by Global Note CertificatesSection 3.5, all payments of principal or interest (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 4.5, if: (i) due a default in the payment of principal, premium, if any, interest, rent or other obligations in respect of Senior Indebtedness occurs and is continuing beyond any applicable period of grace (a "Payment Default"); or (ii) a default, other than a Payment Default, on any Designated Senior Indebtedness occurs and is continuing that then permits holders of such Current Issuer Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of the default (a "Payment Blockage Notice") from a holder of Designated Senior Indebtedness, a Representative of Designated Senior Indebtedness or the Company (a "Non-Payment Default"). If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section 4.2 unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice and (B) all scheduled payments of principal, premium, if any, and interest (including Liquidated Damages, if any) on the Notes will that have come due have been paid in full in cash. No Non-Payment Default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be payable tomade, the basis for a subsequent Payment Blockage Notice. 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 which any such Payment Default is cured or waived or ceases to exist, or (2) in the case of a Non-Payment Default, the earlier of (a) the date upon which such default is cured or waived or ceases to exist or (b) 179 days after the applicable Payment Blockage Notice is received by the Trustee, unless this Article Four otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness before any payment is made on account of the principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes (except payments made pursuant to Article Thirteen from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding up, liquidation or reorganization), and upon any such dissolution or winding up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Notes or the Trustee would be entitled, except for the provisions of this Article Four, 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 holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their Representative or Representatives, or to the order oftrustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, DTC as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full in cash or its nominee or Euroclearother payment satisfactory to the holders of such Senior Indebtedness, Clearstream Luxembourg or their nominee; (c) if any Note Certificate is presented or surrendered for payment after giving effect to any Paying Agent concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution is made to the holders of the Notes or to the Trustee. For purposes of this Article Four, 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 Four with respect to the Notes to the payment of all Senior Indebtedness which may at the time be outstanding. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Article Twelve shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 4.2 if such Paying Agent has delivered other Person shall, as a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Issuer in writing part of such presentation consolidation, merger, conveyance or surrender and transfer, comply with the conditions stated in Article Twelve. In the event of the acceleration of the Notes because of an Event of Default, no payment or distribution shall not make payment against the same until it is so instructed by the Current Issuer and has received the amount to be so paid; (d) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled by it to the Registrar; (e) all payments Trustee or any holder of Notes in respect of the Current Issuer principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes will be distributed without deduction (including, but not limited to, the redemption price with respect to the Notes called for redemption in accordance with Section 3.2 or withholding submitted for any taxesredemption at the option of the holder in accordance with Section 3.5, dutiesas the case may be, assessments as provided in this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 4.5, until all Senior Indebtedness has been paid in full in cash or other governmental charges payment satisfactory to the holders of whatever nature except Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Notes is accelerated because of an Event of Default, the Company or the Trustee shall promptly notify holders of Senior Indebtedness of the acceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing provisions in this Section 4.2, shall be received by the Trustee or the holders of the Notes before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtedness, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness or their Representative or Representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as and then only their respective interests may appear, as calculated by the Company, for application to the payment of any Senior Indebtedness remaining unpaid to the extent required by applicable lawnecessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in which case each Paying Agent this Section 4.2 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 8.6. This Section 4.2 shall be entitled to make such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; and (f) a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if it has not received the full amount of any payment due to it under Clause 7 (Payments subject to the Paying Agents)further provisions of Section 4.5.

Payments to Noteholders. 8.1 Payments in No payment shall be made with respect to the principal of Current Issuer Notes: Each Paying Agent acting through its Specified Office shall make payments of or interest and principal in respect of on the Current Issuer Notes in accordance with the Current Issuer Conditions and so long as the Current Issuer Notes are evidenced by Global Note Certificates(including, but not limited to, the terms thereofPrincipal Return or Fundamental Change Repurchase Price with respect to Notes as provided in this Indenture), provided howeverexcept payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 4.05, thatif: (a) no Paying Agent will make any a default in the payment of interest principal, premium, if any, interest, rent or principal other obligations in respect of Designated Senior Indebtedness occurs and is continuing beyond any class applicable period of grace (a "PAYMENT DEFAULT"), unless and until such Payment Default shall have been cured or waived or shall have ceased to exist; or (b) a default, other than a Payment Default, on any Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its maturity, or in the case of Designated Senior Indebtedness in the form of a lease, a default other than a Payment Default occurs and is continuing that permits the lessor to either terminate the lease or require the Company to make an irrevocable offer to terminate the lease, and the Trustee receives written notice of the Current Issuer default (a "PAYMENT BLOCKAGE NOTICE") from a holder of Designated Senior Indebtedness, a Representative of Designated Senior Indebtedness or the Company (a "NON-PAYMENT DEFAULT"). 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 4.02 unless and until at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice. No Non-Payment Default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Notes, including any past scheduled payments of the principal of, or interest, on such Notes (including, but not limited to, the Principal Return or Fundamental Change Repurchase Price with respect to Notes as provided in this Indenture), to which the holders of the Notes would have been entitled but for the provisions of this Article 4: (i) in the case of a Payment Default, on the date upon which such Payment Default is cured or waived in writing or ceases to exist, and (ii) in the case of a Non-Payment Default, the earlier of (a) the date upon which such default is cured or waived or ceases to exist or (b) 179 days after the Payment Blockage Notice is received by the Trustee if the maturity of such Designated Senior Indebtedness has not been accelerated and no Payment Default with respect to any Designated Senior Indebtedness has occurred which has not been cured or waived or ceased to exist (in such event clause (1) above shall instead be applicable). Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness before any payment is made on account of the principal of, or interest on the Notes (except payments made pursuant to Article 13 from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding up, liquidation or reorganization); 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 4, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Notes or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their Representative or Representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution is made to the holders of the Notes or to the Trustee. For purposes of this Article 4, 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 4 with respect to the Notes to the payment of all Senior Indebtedness that may at the time be outstanding; provided that (i) the Senior Indebtedness are assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article 12 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 4.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 12. In the event of the acceleration of the Notes because of an Event of Default, no payment or distribution shall be made to the Trustee or any holder of Notes in an amount which respect of the principal of, or interest on the Notes (including, but not limited to, the Principal Return or the Fundamental Change Repurchase Price with respect to Notes as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 4.05, until all Senior Indebtedness have been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is greater than the amount of interest or principal payable rescinded in accordance with the Current Issuer Conditions terms of this Indenture. If payment of the Notes is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in respect cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing provisions in this Section 4.02, shall be received by the Trustee or the holders of the Notes before all Senior Indebtedness are paid in full in cash or other payment satisfactory to the holders of such class of Current Issuer Notes and notified to the Paying Agents Senior Indebtedness, or provision is made for such payment thereof in accordance with Clause 7.4 (Confirmation of Amounts Payable its terms in respect of cash or other payment satisfactory to the Current Issuer Notes); (b) whilst the Current Issuer Notes of any class continue to be represented by Global Note Certificates, all payments of principal or interest (as the case may be) due in respect holders of such Current Issuer Notes will Senior Indebtedness, such payment or distribution shall be payable toheld 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 order oftrustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, DTC or its nominee or Euroclearas their respective interests may appear, Clearstream Luxembourg or their nominee; (c) if any Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Issuer in writing of such presentation or surrender and shall not make payment against the same until it is so instructed calculated by the Current Issuer and has received the amount to be so paid; (d) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled by it Company, for application to the Registrar; (e) all payments in respect payment of the Current Issuer Notes will be distributed without deduction or withholding for any taxes, duties, assessments or other governmental charges of whatever nature except as and then only Senior Indebtedness remaining unpaid to the extent required by applicable lawnecessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in which case each Paying Agent this Section 4.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 8.06. This Section 4.02 shall be entitled to make such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; and (f) a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if it has not received the full amount of any payment due to it under Clause 7 (Payments subject to the Paying Agents)further provisions of Section 4.05.

Payments to Noteholders. ‌ 8.1 Payments in respect of Current Issuer Notes: Notes‌ Each Paying Agent acting through its Specified Office shall make payments of interest and principal in respect of the Current Issuer Notes in accordance with the Current Issuer Conditions and so long as the Current Issuer Notes are evidenced by Global Note CertificatesNotes, the terms thereof, provided provided, however, that: (a) 8.1.1 no Paying Agent will make any payment of interest or principal in respect of any class of the Current Issuer Notes in an amount which is greater than the amount of interest or principal payable in accordance with the Current Issuer Conditions in respect of such class of Current Issuer Notes and notified to the Paying Agents in accordance with Clause 7.4 7.3 (Confirmation of Amounts Payable in respect of the Current Issuer Notes); (b) whilst 8.1.2 while the Current Issuer Notes of any class continue to be represented by Global Note CertificatesNotes, all payments of principal or interest (as the case may be) due in respect of such Current Issuer Notes will be payable to, or to the order of, DTC or its nominee or of Euroclear, Clearstream Clearstream, Luxembourg or their nominee; (c) 8.1.3 if any Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Issuer in writing of such presentation or surrender and shall not make payment against the same until it is so instructed by the Current Issuer and has received the amount to be so paid; (d) 8.1.4 each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled by it to the Registrar; (e) 8.1.5 all payments in respect of the Current Issuer Notes will be distributed without deduction or withholding for any taxes, duties, assessments or other governmental charges of whatever nature except as and then only to the extent required by applicable lawApplicable Law, in which case each Paying Agent shall be entitled to make such deduction or withholding from any payment which it makes hereunderunder this Agreement. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; and (f) 8.1.6 a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if it has not received the full amount of any payment due to it under Clause 7 (Payments to the Paying Agents).

Payments to Noteholders. 8.1 Payments No payment shall be made with respect to the principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes (including, but not limited to, the redemption price with respect to the Notes to be called for redemption in accordance with Section 3.2 or submitted for redemption in accordance with Section 3.5, 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 17.6, if: (i) a default in the payment of principal, premium, if any, interest, rent or other obligations in respect of Current Issuer Notes: Each Paying Agent acting through Guarantor Senior Indebtedness occurs and is continuing (or, in the case of Guarantor Senior Indebtedness for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness) (a "Payment Default"), unless and until such Payment Default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than a Payment Default, on any Designated Guarantor Senior Indebtedness occurs and is continuing that then permits holders of such Designated Guarantor Senior Indebtedness to accelerate its Specified Office maturity and the Trustee receives a notice of the default (a "Payment Blockage Notice") from a holder of Designated Guarantor Senior Indebtedness, a Representative of Designated Guarantor Senior Indebtedness or the Guarantor (a "Non-Payment Default"). If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall make be effective for purposes of this Section 17.3 unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice and (B) all scheduled payments of principal, premium, if any, and interest (including Liquidated Damages, if any) on 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 to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Guarantor may and principal shall resume payments on and distributions in respect of the Current Issuer Notes upon the earlier of: (1) the date upon which any such Payment Default is cured or waived or ceases to exist, or (2) in the case of a Non-Payment Default, the earlier of (a) the date upon which such default is cured or waived or ceases to exist or (b) 179 days after notice is received if the maturity of such Designated Guarantor Senior Indebtedness has not been accelerated, unless this Article XVII otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Guarantor, or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding up or liquidation or reorganization of the Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Guarantor Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Guarantor Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the Current Issuer Conditions and so long as the Current Issuer Notes are evidenced by Global Note Certificates, the terms thereof, provided however, that: (a) no Paying Agent will make holders of such Guarantor Senior Indebtedness before any payment of interest or principal in respect of any class is made on account of the Current Issuer Notes in an amount which is greater than the amount of interest or principal payable in accordance with the Current Issuer Conditions in respect of such class of Current Issuer Notes and notified to the Paying Agents in accordance with Clause 7.4 (Confirmation of Amounts Payable in respect of the Current Issuer Notes); (b) whilst the Current Issuer Notes of any class continue to be represented by Global Note Certificatesof, all payments of principal premium, if any, or interest (including Liquidated Damages, if any) on the Notes (except payments made pursuant to Article XIII from monies deposited with the Trustee pursuant thereto prior to commencement Of proceedings for such dissolution, winding up, liquidation or reorganization); and upon any such dissolution or winding up or liquidation or reorganization of the Guarantor or bankruptcy, insolvency, receivership or other proceeding, any payment by the Guarantor, or distribution of assets of the Guarantor 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 XVII, shall (except as aforesaid) be paid by the Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Notes or by the Trustee under this Indenture if received by them or it, directly to the holders of Guarantor Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Guarantor 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 Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Guarantor Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Guarantor Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Guarantor Senior Indebtedness, before any payment or distribution is made to the holders of the Notes or to the Trustee. For purposes of this Article XVII, the words, "cash, property or securities" shall not be deemed to include shares of stock of the Guarantor as reorganized or readjusted, or securities of the Guarantor 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 XVII with respect to the Notes to the payment of all Guarantor Senior Indebtedness which may at the time be outstanding; provided that (i) the Guarantor Senior Indebtedness is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Guarantor Senior Indebtedness (other than leases which are not assumed by the Guarantor or the new corporation, as the case may be) due are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Guarantor with, or the merger of the Guarantor into, another corporation or the liquidation or dissolution of the Guarantor 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 XII shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 17.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XII. In the event of the acceleration of the Notes because of an Event of Default, no payment or distribution shall be made to the Trustee or any holder of Notes in respect of the principal of premium, if any, or interest (including Liquidated Damages, if any) on the Notes (including, but not limited to, the redemption price with respect to the Notes called for redemption in accordance with Section 3.2 or submitted for redemption in accordance with Section 3.5, as the case may be, as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 17.6, until all Guarantor Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Guarantor Senior Indebtedness or such Current Issuer acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Notes will is accelerated because of an Event of Default, the Guarantor shall promptly notify holders of Guarantor Senior Indebtedness of the acceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing provisions in this Section 17.3, shall be payable toreceived by the Trustee or the holders of the Notes before all Guarantor Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Guarantor Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Guarantor 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 Guarantor Senior Indebtedness or their representative or representatives, or to the order oftrustee or trustees under any indenture pursuant to which any instruments evidencing any Guarantor Senior Indebtedness may have been issued, DTC or its nominee or Euroclearas their respective interests may appear, Clearstream Luxembourg or their nominee; (c) if any Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Issuer in writing of such presentation or surrender and shall not make payment against the same until it is so instructed calculated by the Current Issuer and has received the amount to be so paid; (d) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled by it Guarantor, for application to the Registrar; (e) all payments in respect payment of the Current Issuer Notes will be distributed without deduction or withholding for any taxes, duties, assessments or other governmental charges of whatever nature except as and then only Guarantor Senior Indebtedness remaining unpaid to the extent required by applicable lawnecessary to pay all Guarantor Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Guarantor Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Guarantor Senior Indebtedness. Nothing in which case each Paying Agent this Section 17.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 8.6. This Section 17.3 shall be entitled to make such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; and (f) a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if it has not received the full amount of any payment due to it under Clause 7 (Payments subject to the Paying Agents)further provisions of Section 17.6.

Payments to Noteholders. 8.1 Payments No payment shall be made and no funds shall be set aside for payment with respect to the principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes (including, but not limited to, the redemption price with respect to the Notes to be called for redemption in accordance with Section 3.2 or submitted for redemption in accordance with Section 3.5, 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 4.5, if: (i) a default in the payment when due, whether at maturity or a date fixed for prepayment, or by declaration of acceleration or otherwise, of principal, premium, if any, interest, rent or other obligations in respect of Current Issuer Notes: Each Paying Agent acting through Senior Indebtedness occurs and is continuing (or, in the case of Senior Indebtedness for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness) (a "Payment Default"), unless and until such Payment Default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than a Payment Default, on any Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its Specified Office maturity and the Trustee receives a notice of the default (a "Payment Blockage Notice") from a holder of Designated Senior Indebtedness, a Representative of Designated Senior Indebtedness or the Company (a "Non-Payment Default"). If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall make be effective for purposes of this Section 4.2 unless and until at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice. No Non-Payment Default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments of interest on and principal distributions in respect of the Current Issuer Notes upon the earlier of: (1) in the case of a Payment Default, the date upon which any such Payment Default is cured or waived or ceases to exist, or (2) in the case of a Non-Payment Default, the earlier of (a) the date upon which such default is cured or waived or ceases to exist or (b) 179 days after the date on which the applicable Payment Blockage Notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article IV 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 or any similar proceeding, or any assignment by the Company for the benefit of its creditors or any other marshalling of the assets of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the Current Issuer Conditions and so long as the Current Issuer Notes are evidenced by Global Note Certificates, the terms thereof, provided however, that: (a) no Paying Agent will make holders of such Senior Indebtedness before any payment of interest or principal in respect of any class is made on account of the Current Issuer Notes in an amount which is greater than the amount of interest or principal payable in accordance with the Current Issuer Conditions in respect of such class of Current Issuer Notes and notified to the Paying Agents in accordance with Clause 7.4 (Confirmation of Amounts Payable in respect of the Current Issuer Notes); (b) whilst the Current Issuer Notes of any class continue to be represented by Global Note Certificatesof, all payments of principal premium, if any, or interest (including Liquidated Damages, if any) on the Notes (except payments made pursuant to Article XIII from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding up, liquidation or reorganization); and upon any such dissolution or winding up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Notes or the Trustee would be entitled, except for the provision of this Article IV, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Notes or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution is made to the holders of the Notes or to the Trustee. For purposes of this Article IV, the words, "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article IV with respect to the Notes to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new corporation, as the case may be) due are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XII shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 4.2 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XII. In the event of the acceleration of the Notes because of an Event of Default, no payment or distribution shall be made to the Trustee or any holder of Notes in respect of the principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes (including, but not limited to, the redemption price with respect to the Notes called for redemption in accordance with Section 3.2 or submitted for redemption in accordance with Section 3.5, as the case may be, as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 4.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such Current Issuer acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Notes will is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing provisions in this Section 4.2, shall be payable toreceived by the Trustee or the holders of the Notes before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtedness, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness or their representative or representatives, or to the order oftrustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, DTC or its nominee or Euroclearas their respective interests may appear, Clearstream Luxembourg or their nominee; (c) if any Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Issuer in writing of such presentation or surrender and shall not make payment against the same until it is so instructed calculated by the Current Issuer and has received the amount to be so paid; (d) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled by it Company, for application to the Registrar; (e) all payments in respect payment of the Current Issuer Notes will be distributed without deduction or withholding for any taxes, duties, assessments or other governmental charges of whatever nature except as and then only Senior Indebtedness remaining unpaid to the extent required by applicable lawnecessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in which case each Paying Agent this Section 4.2 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 8.6. This Section 4.2 shall be entitled to make such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; and (f) a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if it has not received the full amount of any payment due to it under Clause 7 (Payments subject to the Paying Agents)further provisions of Section 4.5.

Payments to Noteholders. 8.1 Payments No payment shall be made with respect to the principal of, or premium, if any, or interest on the Securities pursuant to the Guarantee (including, but not limited to, the Redemption Price with respect to the Securities to be called for redemption in accordance with Article Eleven or the Repurchase Price with respect to Securities submitted for repurchase in accordance with Article Fifteen, as the case may be, as provided in this Indenture and Additional Amounts, if any, and Liquidated Damages, if any), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Current Issuer Notes: Each Paying Agent acting through Section 14.5, if: (i) a default in the payment of principal, premium, interest, rent or other obligations due on any Senior Indebtedness of the Guarantor has occurred and is continuing (or, in the case of Senior Indebtedness of the Guarantor for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness of the Guarantor), unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than a payment default, on Guarantor Designated Senior Indebtedness occurs and is continuing that then permits holders of such Guarantor Designated Senior Indebtedness to accelerate its Specified Office maturity and the Trustee receives a notice of the default (a "Guarantor Payment Blockage Notice") from a Representative of Guarantor Designated Senior Indebtedness or the Guarantor. If the Trustee receives any Guarantor Payment Blockage Notice pursuant to clause (ii) above, no subsequent Guarantor Payment Blockage Notice shall make be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Guarantor Payment Blockage Notice, and (B) all scheduled payments of principal, premium, if any, and interest on the Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Guarantor Payment Blockage Notice to the Trustee (unless such default was waived, cured or otherwise ceased to exist and principal thereafter subsequently reoccurred) shall be, or be made, the basis for a subsequent Guarantor Payment Blockage Notice. The Guarantor may and shall resume payments on and distributions in respect of the Current Issuer Notes Securities pursuant to the Guarantee upon the earlier of: (1) in the case of a payment default, the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (ii) above, the earlier of the date on which such default is cured or waived or ceases to exist or 179 days after the date on which the applicable Guarantor Payment Blockage Notice is received if the maturity of such Guarantor Designated Senior Indebtedness has not been accelerated, 108 117 unless this Article Fourteen otherwise prohibits the payment or distribution at the time of such payment or distribution (including, without limitation, in the case of a default referred to in clause (ii) above, as a result of a payment default with respect to the applicable Senior Indebtedness as a consequence of the acceleration of the maturity thereof or otherwise). Upon any payment by the Guarantor, or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Guarantor, whether voluntary or involuntary or in bankruptcy, moratorium of payments, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness of the Guarantor shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness of the Guarantor, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the Current Issuer Conditions holders of such Senior Indebtedness of the Guarantor before any payment is made on account of the principal of, premium, if any, or interest on the securities pursuant to the Guarantee (except payments made pursuant to Article Four from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and so long upon any such dissolution or winding-up or liquidation or reorganization of the Guarantor or bankruptcy, insolvency, receivership or other proceeding, any payment by the Guarantor, or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee would be entitled, except for the provision of this Article Fourteen, shall (except as aforesaid) be paid by the Current Issuer Notes are evidenced Guarantor or by Global Note Certificatesany 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 Senior Indebtedness of the Guarantor (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness of the Guarantor held by such holders, or as otherwise required by law or a court order) or their Representative or Representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness of the Guarantor may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness of the Guarantor in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness of the Guarantor, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness of the Guarantor, before any payment or distribution is made to the Holders or to the Trustee. For purposes of this Article Fourteen, the terms thereofwords, "cash, property or securities" shall not be deemed to include shares of stock of the Guarantor as reorganized or readjusted, or securities of the Guarantor or any other corporation provided howeverfor by a plan of reorganization or readjustment, that: (a) no Paying Agent will make any the payment of interest or principal which is subordinated at least to the extent provided in this Article Fourteen with respect to the Guarantee to the payment of any class all Senior Indebtedness of the Current Issuer Notes in an amount Guarantor which is greater than may at the amount of interest or principal payable in accordance with time be outstanding; provided that (i) the Current Issuer Conditions in respect of such class of Current Issuer Notes and notified to the Paying Agents in accordance with Clause 7.4 (Confirmation of Amounts Payable in respect Senior Indebtedness of the Current Issuer Notes); Guarantor is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (bii) whilst the Current Issuer Notes rights of any class continue to be represented the holders of Senior Indebtedness of the Guarantor (other than leases which are not assumed by Global Note Certificatesthe Guarantor or the new corporation, all payments of principal or interest (as the case may be) due are not, without the consent of such holders, altered by such reorganization or readjustment. The merger of the Guarantor into another 109 118 corporation, or the liquidation or dissolution of the Guarantor 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 Seven shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 14.2 if such other corporation shall, as a part of such merger, conveyance or transfer, comply with the conditions stated in Article Seven. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities in respect of the principal of, premium, if any, or interest on the Securities pursuant to the Guarantee (including, but not limited to, the Redemption Price with respect to the Securities called for redemption in accordance with Article Eleven or the Repurchase Price with respect to Securities submitted for repurchase in accordance with Article Fifteen, as the case may be, as provided in this Indenture and Additional Amounts, if any, and Liquidated Damages, if any), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 14.5, until all Senior Indebtedness of the Guarantor has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness of the Guarantor or such Current Issuer Notes will 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 Guarantor shall promptly notify holders of Senior Indebtedness of the Guarantor of the acceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be payable toreceived by the Trustee or the Holders of the Securities before all Senior Indebtedness of the Guarantor is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness of the Guarantor, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtedness of the Guarantor, 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 Guarantor or their Representative or Representatives, or to the order oftrustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness of the Guarantor may have been issued, DTC or its nominee or Euroclearas their respective interests may appear, Clearstream Luxembourg or their nominee; (c) if any Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Issuer in writing of such presentation or surrender and shall not make payment against the same until it is so instructed calculated by the Current Issuer and has received the amount to be so paid; (d) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled by it Guarantor, for application to the Registrar; (e) payment of all payments in respect Senior Indebtedness of the Current Issuer Notes will be distributed without deduction or withholding for any taxes, duties, assessments or other governmental charges of whatever nature except as and then only Guarantor remaining unpaid to the extent required by applicable lawnecessary to pay all Senior Indebtedness of Guarantor in full in cash or other payment satisfactory to the holders of such Senior Indebtedness of Guarantor, after giving effect to any concurrent payment or distribution, or provision therefor, to or for the holders of such Senior Indebtedness of Guarantor. Nothing in which case each Paying Agent this Article Fourteen shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.7. This Section 14.2 shall be entitled to make such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; and (f) a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if it has not received the full amount of any payment due to it under Clause 7 (Payments subject to the Paying Agents)further provisions of Section 14.5 and Section 17.2.

Payments to Noteholders. 8.1 Payments No payment shall be made with respect to the principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes (including, but not limited to, the redemption price, and Additional Payment, if any, with respect to the Notes to be called for redemption in accordance with Section 3.02 or submitted for redemption in accordance with Section 3.05, 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 4.05, if: (i) a default in the payment of principal, premium, if any, interest, rent or other obligations in respect of Current Issuer Notes: Each Paying Agent acting through Designated Senior Indebtedness occurs and is continuing (or, in the case of Designated Senior Indebtedness for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Designated Senior Indebtedness) (a "Payment Default"); or (ii) a default, other than a Payment Default, on any Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its Specified Office maturity (or in the case of any lease that is a Designated Senior Indebtedness, a default occurs and is continuing that permits the lessor to either terminate the lease or require the Company to make an irrevocable offer to terminate the lease following an event of default thereunder) 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 (a "Non-Payment Default"). If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall make be effective for purposes of this Section 4.02 unless and until at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice. No Non-Payment Default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments of interest on and principal distributions in respect of the Current Issuer Notes in accordance with the Current Issuer Conditions and so long as the Current Issuer Notes are evidenced by Global Note Certificates(including, but not limited to, the terms thereofredemption price and Additional Payment, provided howeverif any, thatwith respect to the Notes to be called for redemption) upon the earlier of: (1) the date upon which any such Payment Default is cured or waived or ceases to exist, or (2) in the case of a Non-Payment Default, the earlier of (a) no Paying Agent will make any payment of interest the date upon which such default is cured or principal in respect of any class of the Current Issuer Notes in an amount which is greater than the amount of interest waived or principal payable in accordance with the Current Issuer Conditions in respect of such class of Current Issuer Notes and notified ceases to the Paying Agents in accordance with Clause 7.4 (Confirmation of Amounts Payable in respect of the Current Issuer Notes); exist or (b) whilst 179 days after the Current Issuer Notes applicable Payment Blockage Notice is received by the Trustee if the maturity of such Designated Senior Indebtedness has not been accelerated (or in the case of any class continue lease, 179 days after notice is received if the Company has not received notice that the lessor under such lease has exercised its right to be represented terminate the lease or require the Company to make an irrevocable offer to terminate the lease following an event of default thereunder), unless this Article 4 otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by Global Note Certificatesthe Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all payments amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness before any payment is made on account of the principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes (except payments made pursuant to Article 13 from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding up, liquidation or reorganization), and upon any such dissolution or winding up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other similar proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Notes or the Trustee would be entitled, except for the provisions of this Article 4, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Notes or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their Representative or Representatives, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution is made to the holders of the Notes or to the Trustee. For purposes of this Article 4, 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 4 with respect to the Notes to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new corporation, as the case may be) due in respect are not, without the consent of such Current Issuer Notes will be payable toholders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Article 12 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 4.02 if such other Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 12. In the event of the acceleration of the Notes because of an Event of Default, no payment or distribution shall be made to the order of, DTC Trustee or its nominee or Euroclear, Clearstream Luxembourg or their nominee; (c) if any Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Issuer in writing holder of such presentation or surrender and shall not make payment against the same until it is so instructed by the Current Issuer and has received the amount to be so paid; (d) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled by it to the Registrar; (e) all payments Notes in respect of the Current Issuer principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes will be distributed without deduction (including, but not limited to, the redemption price and Additional Payment, if any with respect to the Notes called for redemption in accordance with Section 3.02 or withholding submitted for any taxesredemption in accordance with Section 3.05, dutiesas the case may be, assessments as provided in this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 4.05, until all Senior Indebtedness has been paid in full in cash or other governmental charges payment satisfactory to the holders of whatever nature except Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Notes is accelerated because of an Event of Default, the Company or, at the Company's request and expense, the Trustee shall promptly notify holders of Senior Indebtedness of the acceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing provisions in this Section 4.02, shall be received by the Trustee or the holders of the Notes before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtedness, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness or their Representative or Representatives, as and then only their respective interests may appear, as calculated by the Company, for application to the payment of any Senior Indebtedness remaining unpaid to the extent required by applicable lawnecessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in which case each Paying Agent this Section 4.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 8.06. This Section 4.02 shall be entitled to make such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; and (f) a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if it has not received the full amount of any payment due to it under Clause 7 (Payments subject to the Paying Agents)further provisions of Section 4.05.

Payments to Noteholders. 8.1 7.1 Payments in respect of Current Issuer the Notes: (a) Each Paying Agent acting through its Specified Office shall make payments of principal and interest and principal in respect of the Current Issuer Notes in accordance with the Current Issuer Conditions and so long as (and, in the Current Issuer case of the Notes are evidenced by a Global Note CertificatesNote, the terms thereof, ) provided however, that: (a) no Paying Agent will make that if any payment of interest or principal in respect of any class of the Current Issuer Notes in an amount which is greater than the amount of interest or principal payable in accordance with the Current Issuer Conditions in respect of such class of Current Issuer Notes and notified to the Paying Agents in accordance with Clause 7.4 (Confirmation of Amounts Payable in respect of the Current Issuer Notes); (b) whilst the Current Issuer Notes of any class continue to be represented by Global Note Certificates, all payments of principal or interest (as the case may be) due in respect of such Current Issuer Notes will be payable to, or to the order of, DTC or its nominee or Euroclear, Clearstream Luxembourg or their nominee; (c) if any Registered Definitive Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable forthwith notify the Current Issuer in writing and (if it is not itself the Principal Paying Agent) the Principal Paying Agent of such presentation or surrender and shall not make payment against the same such presentation or surrender until it is so instructed by the Current Issuer and has received the amount to be so paid;. (db) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled by it to the Registrar; (e) all payments in respect of the Current Issuer Notes will be distributed without deduction or withholding for any taxes, duties, assessments or other governmental charges of whatever nature except as and then only to the extent required by applicable law, in which case each Paying Agent shall be entitled to make such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; and (f) a A Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if in respect of the Notes, if: (i) in the case of the Principal Paying Agent it has not received the full amount of any payment due to it under Clause 7 6.1 (Payments Issuer to pay Principal Paying Agent); or (ii) in the case of each other Paying Agent: (A) it has been notified in accordance with Clause 6.6 (Failure to receive timely payment) that the Principal Paying Agent has not, by the relevant time specified in Clause 6.2 (Xxxxxx and time of payment), received unconditionally the full amount in Sterling required for any payment unless it is subsequently notified that such payment has been received; or (B) it is not able to establish that the Principal Paying Agent has received (whether or not at the due time) the full amount of any payment due to it under Clause 6.1 (Issuer to pay Principal Paying Agent). (c) (Subject to Clause 7.6 (Partial payments), in the case of a partial payment), in the case of payment of principal or interest against presentation of a Global Note, the relevant Paying Agent shall procure that there is endorsed in the Register the amount of such payment and, in the case of payment of principal, the remaining principal amount of the Global Note (which shall be the previous principal amount thereof less the amount of principal then paid) and shall procure the signature of such notation on its behalf. (d) All Notes which are redeemed in full by the Issuer shall be cancelled by the removal of the relevant Noteholder's name from the Register by the Registrar and cancellation of the corresponding Notes (or partial cancellation of the relevant Global Note if the Notes are represented thereby) by the Paying Agents)Agent to which they were surrendered or with which they were deposited.

Payments to Noteholders. 8.1 Payments No payment shall be made with respect to the principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes (including, but not limited to, the redemption price with respect to the Notes to be called for redemption in accordance with Section 3.2 or submitted for redemption in accordance with Section 3.5, 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 4.5, if: (i) a default in the payment of principal, premium, if any, interest, rent or other obligations in respect of Current Issuer Notes: Each Paying Agent acting through Designated Senior Indebtedness occurs and is continuing (or, in the case of Designated Senior Indebtedness for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Designated Senior Indebtedness) (a "Payment Default"), unless and until such Payment Default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than a Payment Default, on any Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its Specified Office maturity (or in the case of any lease, a default occurs and is continuing that permits the lessor to either terminate the lease or require the Company to make an irrevocable offer to terminate the lease following an event of default thereunder) and the Trustee receives a notice of the default (a "Payment Blockage Notice") from a holder of Designated Senior Indebtedness, a Representative of Designated Senior Indebtedness or the Company (a "Non-Payment Default"). If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall make be effective for purposes of this Section 4.2 unless and until at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice. No Non-Payment Default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments of interest on and principal distributions in respect of the Current Issuer Notes upon the earlier of: (1) the date upon which any such Payment Default is cured or waived or ceases to exist, or (2) in the case of a Non-Payment Default, the earlier of (a) the date upon which such default is cured or waived or ceases to exist or (b) 179 days after the applicable Payment Blockage Notice is received by the Trustee if the maturity of such Designated Senior Indebtedness has not been accelerated (or in the case of any lease, 179 days after notice is received if the Company has not received notice that the lessor under such lease has exercised its right to terminate the lease or require the Company to make an irrevocable offer to terminate the lease following an event of default thereunder), unless this Article Four otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness (and satisfactory to the holders of Senior Indebtedness in the case such Senior Indebtedness includes Designated Senior Indebtedness), or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the Current Issuer Conditions holders of such Senior Indebtedness (and so long as satisfactory to the Current Issuer Notes are evidenced by Global Note Certificates, holders of Senior Indebtedness in the terms thereof, provided however, that: (acase such Senior Indebtedness includes Designated Senior Indebtedness) no Paying Agent will make before any payment of interest or principal in respect of any class is made on account of the Current Issuer Notes in an amount which is greater than the amount of interest or principal payable in accordance with the Current Issuer Conditions in respect of such class of Current Issuer Notes and notified to the Paying Agents in accordance with Clause 7.4 (Confirmation of Amounts Payable in respect of the Current Issuer Notes); (b) whilst the Current Issuer Notes of any class continue to be represented by Global Note Certificatesof, all payments of principal premium, if any, or interest (including Liquidated Damages, if any) on the Notes (except payments made pursuant to Article Thirteen from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding up, liquidation or reorganization), and upon any such dissolution or winding up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other similar proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Notes or the Trustee would be entitled, except for the provisions of this Article Four, 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 holders of Senior Indebtedness (pro rata to such holders on the basis of the resective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their Representative or Representatives, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness (and satisfactory to the holders of Senior Indebtedness in the case such Senior Indebtedness includes Designated Senior Indebtedness), after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution is made to the holders of the Notes or to the Trustee. For purposes of this Article Four, 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 Four with respect to the Notes to the payment of all Senior Indebtedness which may at the time be outstanding PROVIDED THAT (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new corporation, as the case may be) due in respect are not, without the consent of such Current Issuer Notes will be payable toholders, altered by such reorganization as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Article Twelve shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 4.2 if such other Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Twelve. In the event of the acceleration of the Notes because of an Event of Default, no payment or distribution shall be made to the order of, DTC Trustee or its nominee or Euroclear, Clearstream Luxembourg or their nominee; (c) if any Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Issuer in writing holder of such presentation or surrender and shall not make payment against the same until it is so instructed by the Current Issuer and has received the amount to be so paid; (d) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled by it to the Registrar; (e) all payments Notes in respect of the Current Issuer principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes will be distributed without deduction (including, but not limited to, the redemption price with respect to the Notes called for redemption in accordance with Section 3.2 or withholding submitted for any taxesredemption in accordance with Section 3.5, dutiesas the case may be, assessments as provided in this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 4.5, until all Senior Indebtedness has been paid in full in cash or other governmental charges payment satisfactory to the holders of whatever nature except Senior Indebtedness (and satisfactory to the holders of Designated Senior Indebtedness in the case such Senior Indebtedness includes Designated Senior Indebtedness) or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Notes is accelerated because of an Event of Default, the Company or the Trustee shall promptly notify holders of Senior Indebtedness (including the ABN AMRO Bank, N.V., as Agent, under the Credit Agreement) of the acceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing provisions in this Section 4.2, shall be received by the Trustee or the holders of the Notes before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness (and then only satisfactory to the holders of Senior Indebtedness in the case such Senior Indebtedness includes Designated Senior Indebtedness), or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtedness (and satisfactory to the holders of Senior Indebtedness in the case such Senior Indebtedness includes Designated 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, as their respective interests may appear, as calculated by the Company, for application to the payment of any Senior Indebtedness remaining unpaid to the extent required by applicable lawnecessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness (and satisfactory to the holders of Senior Indebtedness in the case such Senior Indebtedness includes Designated Senior Indebtedness), after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in which case each Paying Agent this Section 4.2 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 8.6. This Section 4.2 shall be entitled to make such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; and (f) a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if it has not received the full amount of any payment due to it under Clause 7 (Payments subject to the Paying Agents)further provisions of Section 4.5.

Payments to Noteholders. 8.1 Payments No payment shall be made with respect to the principal of, or premium, if any, or interest (including Liquidated Damages, if any) on the Notes (including, but not limited to, the redemption price with respect to the Notes to be called for redemption in accordance with Section 3.2 or submitted for redemption in accordance with Section 3.5, 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 4.5, if: (i) a default in the payment of principal, premium, if any, interest (including Liquidated Damages, if any), rent or other obligations in respect of Current Issuer Notes: Each Paying Agent acting through Senior Indebtedness occurs and is continuing (or, in the case of Senior Indebtedness for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than a payment default, on any Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its Specified Office maturity and the Trustee receives a notice of the default (a "Payment Blockage Notice") from a holder of Designated Senior Indebtedness, a Representative of Designated Senior Indebtedness or the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall make be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, premium, if any, and interest on the Notes that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and principal shall resume payments on and distributions in respect of the Current Issuer Notes upon the earlier of: (1) the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (ii) above, 179 days pass after notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article IV otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the Current Issuer Conditions holders of such Senior Indebtedness before any payment is made on account of the principal of, premium, if any, or interest on the Notes (except payments made pursuant to Article XIII from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and so long upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Notes or the Trustee would be entitled, except for the provision of this Article IV, shall (except as aforesaid) be paid by the Current Issuer 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 are evidenced or by Global Note Certificatesthe Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required 37 by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution is made to the holders of the Notes or to the Trustee. For purposes of this Article IV, the terms thereofwords, "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 howeverfor by a plan of reorganization or readjustment, that: (a) no Paying Agent will make any the payment of interest which is subordinated at least to the extent provided in this Article IV with respect to the Notes to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any reorganization or principal in respect of any class readjustment, and (ii) the rights of the Current Issuer Notes in an amount holders of Senior Indebtedness (other than leases which is greater than are not assumed by the amount of interest Company or principal payable in accordance with the Current Issuer Conditions in respect of such class of Current Issuer Notes and notified to the Paying Agents in accordance with Clause 7.4 (Confirmation of Amounts Payable in respect of the Current Issuer Notes); (b) whilst the Current Issuer Notes of any class continue to be represented by Global Note Certificatesnew corporation, all payments of principal or interest (as the case may be) due are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XII shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 4.2 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XII. In the event of the acceleration of the Notes because of an Event of Default, no payment or distribution shall be made to the Trustee or any holder of Notes in respect of the principal of, premium, if any, or interest on the Notes (including, but not limited to, the redemption price with respect to the Notes called for redemption in accordance with Section 3.2 or submitted for redemption in accordance with Section 3.5, as the case may be, as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 4.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such Current Issuer acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Notes will is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing provisions in this Section 4.2, shall be payable toreceived by the Trustee or the holders of the Notes before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtedness, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness or their representative or representatives, or to the order oftrustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, DTC or its nominee or Euroclearas their respective interests may appear, Clearstream Luxembourg or their nominee; (c) if any Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Issuer in writing of such presentation or surrender and shall not make payment against the same until it is so instructed calculated by the Current Issuer and has received the amount to be so paid; (d) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled by it Company, for application to the Registrar; (e) all payments in respect payment of the Current Issuer Notes will be distributed without deduction or withholding for any taxes, duties, assessments or other governmental charges of whatever nature except as and then only Senior Indebtedness remaining unpaid to the extent required by applicable lawnecessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in which case each Paying Agent this Section 4.2 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 8.6. This Section 4.2 shall be entitled to make such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; and (f) a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if it has not received the full amount of any payment due to it under Clause 7 (Payments subject to the Paying Agents)further provisions of Section 4.5.

Payments to Noteholders. 8.1 Payments in No payment (including pursuant to any redemption or repurchase of Notes) shall be made with respect to the principal of, or premium, if any, or interest on the Notes, except payments and distributions made by the Trustee as permitted by Section 4.6, if at the time of Current Issuer Notes: Each Paying Agent acting through its Specified Office shall make payments of interest and principal in respect of the Current Issuer Notes in accordance with the Current Issuer Conditions and so long as the Current Issuer Notes are evidenced by Global Note Certificates, the terms thereof, provided however, thatsuch payment: (a) no Paying Agent will make any a default in the payment of principal, premium, if any, or interest or principal other payment due on Senior Indebtedness occurs and is continuing beyond any applicable period of grace; or (b) any other default occurs and is continuing with respect to Designated Senior Indebtedness that then permits holders of the Designated Senior Indebtedness as to which such default related to accelerate its maturity and the Trustee and the Company receive a notice of such default (a "Payment Blockage Notice") from a representative of Designated Senior Indebtedness or a holder of Designated Senior Indebtedness or the Company. The Company may and shall resume payments on the Notes (1) in the case of a payment default, on the date upon which such default is cured or waived or ceases to exist, and (2) in the case of a nonpayment default with respect to Designated Senior Indebtedness, on the earlier of the date on which the nonpayment default is cured or waived or ceases to exist or 179 days pass after the date on which the applicable Payment Blockage Notice is received. No new period of payment blockage may be commenced pursuant to a Payment Blockage Notice unless (A) at least 365 days shall have elapsed since the first day of effectiveness of the immediately prior Payment Blockage Notice and (B) all scheduled payments of principal, premium, if any, and interest on the Notes that have come due have been paid in full in cash, or in such other form of payment as may be acceptable to the holders of the Notes or the Trustee or the Noteholders shall not have begun proceedings to enforce the right of the Noteholders to receive payment. No default (whether or not such default is on the same issue of Designated Senior Indebtedness) that existed or was continuing on the date of delivery of any class Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. In addition, in the event of any acceleration of the Current Issuer Notes because of an Event of Default, no payment or distribution (including with respect to any redemption or repurchase of the Notes) shall be made to the Trustee or any holder of Notes with respect to the principal of, premium, if any, or interest on the Notes, except payments and distributions made by the Trustee as permitted by Section 4.6, until all Senior Indebtedness has been paid in an amount which full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is greater than the amount of interest or principal payable rescinded in accordance with the Current Issuer Conditions terms of this Indenture. If payment of the Notes is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration. Notwithstanding the foregoing, in respect the event that the Trustee or any holder of Notes receives any payment or distribution of assets of the Company of any kind in contravention of any term of this Indenture, whether in cash, property or securities, including, without limitation, by way of setoff or otherwise, before all Senior Indebtedness is paid in full, in cash or such class other form of Current Issuer Notes and notified payment as may be acceptable to the Paying Agents holders of Senior Indebtedness, then such payment or distribution shall be held by the recipient or recipients in accordance with Clause 7.4 (Confirmation trust for the benefit of, and shall immediately be paid over or delivered to, the holders of Amounts Payable in respect of the Current Issuer Notes); (b) whilst the Current Issuer Notes of any class continue to be represented by Global Note Certificates, all payments of principal Senior Indebtedness or interest (as the case may be) due in respect of such Current Issuer Notes will be payable totheir respective representative or representatives, or to the order oftrustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, DTC or its nominee or Euroclearas their respective interests may appear, Clearstream Luxembourg or their nominee; (c) if any Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Issuer in writing of such presentation or surrender and shall not make payment against the same until it is so instructed calculated by the Current Issuer and has received the amount to be so paid; (d) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled by it Company, for application to the Registrar; (e) payment of all payments in respect of the Current Issuer Notes will be distributed without deduction or withholding for any taxes, duties, assessments or other governmental charges of whatever nature except as and then only Senior Indebtedness remaining unpaid to the extent required by applicable lawnecessary to make payment in full, in which case each Paying Agent cash or such other form of payment as may be acceptable to the holders of Senior Indebtedness, of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution, or provision therefor, to or for the holders of such Senior Indebtedness. Nothing in this Section 4.2 shall apply to claims of, or payments to, the Trustee pursuant to Section 8.6. This Section 4.2 shall be entitled to make such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; and (f) a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if it has not received the full amount of any payment due to it under Clause 7 (Payments subject to the Paying Agents)further provisions of Section 4.6.

Payments to Noteholders. 8.1 Payments in No payment shall be made with respect of Current Issuer Notes: Each Paying Agent acting through its Specified Office shall make payments of to the principal of, premium, if any, or interest and principal in (including Liquidated Damages, if any) on the Notes (including, but not limited to, the redemption price with respect of to the Current Issuer Notes to be called for redemption in accordance with the Current Issuer Conditions and so long as the Current Issuer Notes are evidenced by Global Note Certificates, the terms thereof, provided however, that: (a) no Paying Agent will make any payment of interest Section 3.2 or principal in respect of any class of the Current Issuer Notes in an amount which is greater than the amount of interest or principal payable submitted for redemption in accordance with the Current Issuer Conditions in respect of such class of Current Issuer Notes and notified to the Paying Agents in accordance with Clause 7.4 (Confirmation of Amounts Payable in respect of the Current Issuer Notes); (b) whilst the Current Issuer Notes of any class continue to be represented by Global Note CertificatesSection 3.5, all payments of principal or interest (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 4.5, if: (i) due a default in the payment of principal, premium, if any, interest, rent or other obligations in respect of Designated Senior Indebtedness occurs and is continuing (or, in the case of Designated Senior Indebtedness for which there is a period of grace, in the event of such Current Issuer Notes will a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Designated Senior Indebtedness) (a "Payment Default"), unless and until such Payment Default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than a Payment Default, on any Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its maturity (or in the case of any lease, a default occurs and is continuing that permits the lessor to either terminate the lease or require the Company to make an irrevocable offer to terminate the lease following an event of default thereunder) and the Trustee receives a notice of the default (a "Payment Blockage Notice") from a holder of Designated Senior Indebtedness, a Representative of Designated Senior Indebtedness or the Company (a "Non-Payment Default"). If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be payable toeffective for purposes of this Section 4.2 unless and until at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice. No Non-Payment Default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or to be made, the order of, DTC or its nominee or Euroclear, Clearstream Luxembourg or their nominee; (c) if any Note Certificate is presented or surrendered basis for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Issuer in writing of such presentation or surrender subsequent Payment Blockage Notice. The Company may and shall not make payment against the same until it is so instructed by the Current Issuer resume payments on and has received the amount to be so paid; (d) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled by it to the Registrar; (e) all payments distributions in respect of the Current Issuer Notes will be distributed without deduction or withholding for any taxes, duties, assessments or other governmental charges of whatever nature except as and then only to upon the extent required by applicable law, in earlier of: (1) the date upon which case each Paying Agent shall be entitled to make such deduction or withholding from any payment which it makes hereunder. If any such deduction Payment Default is cured or withholding is required waived or ceases to be madeexist, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; andor (f2) in the case of a Paying Agent shall Non-Payment Default, the earlier of (a) the date upon which such default is cured or waived or ceases to exist or (b) 179 days after the applicable Payment Blockage Notice is received by the Trustee if the maturity of such Designated Senior Indebtedness has not be obliged been accelerated (but shall be entitled) to make payments or in the case of principal or interest any lease, 179 days after notice is received if it the Company has not received notice that the full amount lessor under such lease has exercised its right to terminate the lease or require the Company to make an irrevocable offer to terminate the lease following an event of default thereunder), unless this Article Four 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 payment due kind or character, whether in cash, property or securities, to it under Clause 7 (Payments to the Paying Agents).creditors upon any dissolution or

Payments to Noteholders. 8.1 Payments No payment (including pursuant to ----------------------- any redemption or repurchase of Notes) shall be made with respect to the principal of, or premium, if any, or interest (including Liquidated Damages, if any) on the Notes, except payments and distributions made by the Trustee as permitted by Section 4.6, if: (1) a default in the payment of principal, premium, if any, or interest or other payment due on Senior Indebtedness occurs and is continuing beyond any applicable period of grace; or (2) any other default occurs and is continuing with respect to Designated Senior Indebtedness that then permits holders of Current Issuer Notes: Each Paying Agent acting through the Designated Senior Indebtedness as to which such default related to accelerate its Specified Office maturity and the Trustee and the Company receive a notice of such default (a "Payment Blockage Notice") from a representative of Designated Senior Indebtedness or a holder of Designated Senior Indebtedness or the Company. The Company may and shall make resume payments on the Notes (1) in the case of a payment default, on the date upon which such default is cured or waived or ceases to exist, and (2) in the case of a nonpayment default with respect to Designated Senior Indebtedness, on the earlier of the date on which the nonpayment default is cured or waived or ceases to exist or 179 days pass after the date on which the applicable Payment Blockage Notice is received. No new period of payment blockage may be commenced pursuant to a Payment Blockage Notice unless (A) at least 365 days shall have elapsed since the first day of effectiveness of the immediately prior Payment Blockage Notice and (B) all scheduled payments of principal, premium, if any, and interest and principal on the Notes that have come due have been paid in respect full in cash, or in such other form of payment as may be acceptable to the holders of the Current Issuer Notes. No default (whether or not such event of default is on the same issue of Designated Senior Indebtedness) 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. In addition, in the event of any acceleration of the Notes because of an Event of Default, no payment or distribution (including with respect to any redemption or repurchase of the Notes) shall be made to the Trustee or any holder of Notes with respect to the principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes, except payments and distributions made by the Trustee as permitted by Section 4.6, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the Current Issuer Conditions and so long as terms of this Indenture. If payment of the Current Issuer Notes are evidenced by Global Note Certificatesis accelerated because of an Event of Default, the terms thereofCompany shall promptly notify holders of Senior Indebtedness of the acceleration. Notwithstanding the foregoing, provided however, that: (a) no Paying Agent will make in the event that the Trustee or any holder of Notes receives any payment or distribution of interest or principal in respect assets of the Company of any class kind in contravention of the Current Issuer Notes any term of this Indenture, whether in an amount which cash, property or securities, including, without limitation, by way of setoff or otherwise, before all Senior Indebtedness is greater than the amount paid in full, in cash or such other form of interest or principal payable in accordance with the Current Issuer Conditions in respect of such class of Current Issuer Notes and notified payment as may be acceptable to the Paying Agents holders of Senior Indebtedness, then such payment or distribution shall be held by the recipient or recipients in accordance with Clause 7.4 (Confirmation trust for the benefit of, and shall immediately be paid over or delivered to, the holders of Amounts Payable in respect of the Current Issuer Notes); (b) whilst the Current Issuer Notes of any class continue to be represented by Global Note Certificates, all payments of principal Senior Indebtedness or interest (as the case may be) due in respect of such Current Issuer Notes will be payable totheir respective representative or representatives, or to the order oftrustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, DTC or its nominee or Euroclearas their respective interests may appear, Clearstream Luxembourg or their nominee; (c) if any Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Issuer in writing of such presentation or surrender and shall not make payment against the same until it is so instructed calculated by the Current Issuer and has received the amount to be so paid; (d) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled by it Company, for application to the Registrar; (e) payment of all payments in respect of the Current Issuer Notes will be distributed without deduction or withholding for any taxes, duties, assessments or other governmental charges of whatever nature except as and then only Senior Indebtedness remaining unpaid to the extent required by applicable lawnecessary to make payment in full, in which case each Paying Agent cash or such other form of payment as may be acceptable to the holders of Senior Indebtedness, of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution, or provision therefor, to or for the holders of such Senior Indebtedness. Nothing in this Section 4.2 shall apply to claims of, or payments to, the Trustee pursuant to Section 8.6. This Section 4.2 shall be entitled to make such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; and (f) a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if it has not received the full amount of any payment due to it under Clause 7 (Payments subject to the Paying Agents)further provisions of Section 4.6.

Payments to Noteholders. 8.1 Payments In the event that a Bankruptcy Default occurs, then the holders of the Guarantor's Senior Debt shall be entitled to receive payment in full of all amounts due or to become due on or in respect of Current Issuer Notes: Each Paying Agent acting through its Specified Office all the Guarantor's Senior Debt (including any interest accruing thereon after the commencement of any such case or proceeding), or provision shall make payments be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of interest the Guarantor's Senior Debt, before the Noteholders are entitled to receive any payment under the Guarantee, and principal to that end the holders of the Guarantor's Senior Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment of distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Guarantor being subordinated to the payment under the Guarantee, which may be payable or deliverable in respect of the Current Issuer Notes Guarantee in accordance with any such case, proceeding, dissolution or other winding up event. In the Current Issuer Conditions and so long as event that, notwithstanding the Current Issuer Notes are evidenced by Global Note Certificatesforegoing provisions of this Section, the terms thereof, provided however, that: (a) no Paying Agent will make Trustee or the Noteholder shall have received any payment or distribution of interest or principal in respect assets of the Guarantor of any class kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the Current Issuer Notes payment of any other indebtedness of the Guarantor being subordinated to the payment under the Guarantee, before all the Guarantor's Senior Debt is paid in an amount which is greater than full or payment thereof provided for, and if such fact shall, at or prior to the amount of interest or principal payable in accordance with the Current Issuer Conditions in respect time of such class of Current Issuer Notes and notified payment or distribution, have been made known to the Paying Agents in accordance with Clause 7.4 (Confirmation of Amounts Payable in respect of the Current Issuer Notes); (b) whilst the Current Issuer Notes of any class continue to be represented by Global Note CertificatesTrustee or, all payments of principal or interest (as the case may be) due , such Holder, than and in respect such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of such Current Issuer Notes will assets of the Guarantor for application to the payment of all the Guarantor's Senior Debt remaining unpaid, to the extent necessary to pay all the Guarantor's Senior Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of the Guarantor's Senior Debt. For purposes of this Article only, the words "cash, property or securities" shall not be payable todeemed to include shares of stock of the Guarantor as reorganized or readjusted, or securities of the Guarantor or any other corporation or other entity provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all the Guarantor's Senior Debt which may at the time be outstanding to substantially the same extent as, or to a greater extent than, under the order of, DTC or its nominee or Euroclear, Clearstream Luxembourg or their nominee; (c) if any Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Issuer in writing of such presentation or surrender and shall not make payment against the same until it is so instructed by the Current Issuer and has received the amount to be so paid; (d) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled by it Guarantee are pursuant to the Registrar; (e) all payments provisions in respect this Article. The consolidation of the Current Issuer Notes will be distributed without deduction Guarantor with, or withholding for any taxesthe merger of the Guarantor into, dutiesanother legal entity or the liquidation or dissolution of the Guarantor following the conveyance or transfer of its property as an entirety, assessments or other governmental charges of whatever nature except substantially as and then only an entirety, to the extent required by applicable law, in which case each Paying Agent shall be entitled to make such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; and (f) a Paying Agent another legal entity shall not be obliged (but shall be entitled) to make payments deemed a dissolution, winding-up, liquidation or reorganization for the purposes of principal this section if such other corporation shall, as a part of such consolidation, merger, conveyance or interest if it has not received transfer, assume all obligations contracted by the full amount of any payment due to it Guarantor under Clause 7 (Payments to the Paying Agents)Guarantee.

Payments to Noteholders. 8.1 Payments No payment shall be made with respect to the principal of, premium, if any, or interest on the Notes (including, but not limited to, the redemption price with respect to the Notes to be called for redemption in accordance with Section 3.02 or submitted for ---- redemption in accordance with Section 3.05, 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 4.05, if: ---- (i) a default in the payment of principal, premium, if any, interest, rent or other obligations in respect of Current Issuer Notes: Each Paying Agent acting through Senior Indebtedness occurs and is continuing (or, in the case of Senior Indebtedness for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness) (a "Payment Default"), unless and until such Payment Default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than a Payment Default, on any Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its Specified Office maturity (or in the case of any lease, a default occurs and is continuing that permits the lessor to either terminate the lease or require the Company to make an irrevocable offer to terminate the lease following an event of default thereunder) and the Trustee receives a notice of the default (a "Payment Blockage Notice") from a holder of Designated Senior Indebtedness, a Representative of Designated Senior Indebtedness or the Company (a "Non-Payment Default"). If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall make be effective for purposes of this Section 4.02 unless and until at least 365 days shall have ---- elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice. No Non-Payment Default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments of interest on and principal distributions in respect of the Current Issuer Notes upon the earlier of: (1) the date upon which any such Payment Default is cured or waived or ceases to exist, or (2) in the case of a Non-Payment Default, the earlier of (a) the date upon which such default is cured or waived or ceases to exist or (b) 179 days after the applicable Payment Blockage Notice is received by the Trustee if the maturity of such Designated Senior Indebtedness has not been accelerated (or in the case of any lease, 179 days after notice is received if the Company has not received notice that the lessor under such lease has exercised its right to terminate the lease or require the Company to make an irrevocable offer to terminate the lease following an event of default thereunder), unless this Article 4 otherwise prohibits the payment or distribution at the - time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms shall be provided for in cash or other payment satisfactory to the Current Issuer Conditions holders of such Senior Indebtedness before any payment is made on account of the principal of, premium, if any, or interest on the Notes (except payments made pursuant to Article 13 from monies deposited with the -- Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding up, liquidation or reorganization), and so long upon any such dissolution or winding up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other similar proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Notes or the Trustee would be entitled, except for the provisions of this Article 4, - shall (except as aforesaid) be paid by the Current Issuer 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 are evidenced or by Global Note Certificatesthe Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their Representative or Representatives, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution is made to the holders of the Notes or to the Trustee. For purposes of this Article 4, the terms thereofwords, "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 4 with respect - to the Notes to the payment of all Senior Indebtedness which may at the time be outstanding, provided howeverthat (i) the Senior Indebtedness is assumed by the new corporation, that: if any, resulting from any reorganization or readjustment, and (aii) no Paying Agent will make any payment of interest or principal in respect of any class the rights of the Current Issuer Notes in an amount holders of Senior Indebtedness (other than leases which is greater than are not assumed by the amount of interest Company or principal payable in accordance with the Current Issuer Conditions in respect of such class of Current Issuer Notes and notified to the Paying Agents in accordance with Clause 7.4 (Confirmation of Amounts Payable in respect of the Current Issuer Notes); (b) whilst the Current Issuer Notes of any class continue to be represented by Global Note Certificatesnew corporation, all payments of principal or interest (as the case may be) due in respect are not, without the consent of such Current Issuer Notes will be payable toholders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Article 12 shall not be -- deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 4.02 if such other Person shall, as a part of such ---- consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 12. -- In the event of the acceleration of the Notes because of an Event of Default, no payment or distribution shall be made to the order of, DTC Trustee or its nominee or Euroclear, Clearstream Luxembourg or their nominee; (c) if any Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Issuer in writing holder of such presentation or surrender and shall not make payment against the same until it is so instructed by the Current Issuer and has received the amount to be so paid; (d) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled by it to the Registrar; (e) all payments Notes in respect of the Current Issuer principal of, premium, if any, or interest on the Notes will be distributed without deduction (including, but not limited to, the redemption price with respect to the Notes called for redemption in accordance with Section 3.02 or withholding submitted for any taxes---- redemption in accordance with Section 3.05, dutiesas the case may be, assessments as provided in this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 4.05, until all Senior ---- Indebtedness has been paid in full in cash or other governmental charges payment satisfactory to the holders of whatever nature except Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Notes is accelerated because of an Event of Default, the Company or the Trustee shall promptly notify holders of Senior Indebtedness of the acceleration. If, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing provisions in this Section 4.02, shall ---- be received by the Trustee or the holders of the Notes before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtedness, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness or their Representative or Representatives, as and then only their respective interests may appear, as calculated by the Company, for application to the payment of any Senior Indebtedness remaining unpaid to the extent required by applicable lawnecessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in which case each Paying Agent this Section 4.02 shall apply to claims of, or payments to, ---- the Trustee under or pursuant to Section 8.06. This Section 4.02 shall be entitled to make such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; and (f) a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if it has not received the full amount of any payment due to it under Clause 7 (Payments ---- subject to the Paying Agents).further provisions of Section 4.05. ----

Payments to Noteholders. 8.1 Payments in respect of Current Issuer Notes: Each Paying Agent acting through its Specified Office shall make payments of interest and principal in respect of the Current Issuer Notes in accordance with the Current Issuer Conditions and so long as the Current Issuer Notes are evidenced by Global Note Certificates, the terms thereof, provided however, that: (a) no On each Payment Date, the Paying Agent will make any payment shall distribute to each Series 2005-B Noteholder of interest or principal in respect of any class record on the related Record Date (except for the final distribution thereon) such Series 2005-B Noteholder's pro rata share of the Current Issuer Notes in an amount which is greater than the amount of interest or principal payable in accordance with the Current Issuer Conditions in respect of such class of Current Issuer Notes and notified to amounts held by the Paying Agents in accordance with Clause 7.4 (Confirmation of Agent that are allocated and available pursuant to this Article III on such Payment Date to pay interest, principal and any Note Additional Amounts Payable in respect of then due on the Current Issuer Series 2005-B Notes);. (b) whilst Payments of interest and any Note Additional Amounts on the Current Issuer Series 2005-B Notes due and payable on each Payment Date, together with the installment of principal, if any, to the extent not in full payment of such Series 2005-B Note, shall be made by the Paying Agent to the Person in whose name such Series 2005-B (or one or more Predecessor Notes) is registered on the Record Date, by wire transfer of immediately available funds to such Person's account as has been designated by written instructions received by the Paying Agent from such Person not later than the close of business on the third Business Day preceding the date of payment or, if no such account has been so designated, by check mailed first-class, postage prepaid to such Person's address as it appears on the Note Register on such Record Date without requiring that such Series 2005-B Note be submitted for notation of payment. Any reduction in the principal amount of a Series 2005-B Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of such Series 2005-B Note and of any class continue to be represented by Global Series 2005-B Note Certificatesissued upon the registration of transfer thereof or in exchange thereof or in lieu thereof, all payments of principal whether or interest (as the case may be) due in respect of such Current Issuer Notes will be payable to, or to the order of, DTC or its nominee or Euroclear, Clearstream Luxembourg or their nominee;not noted thereon. (c) if any Note Certificate is presented or surrendered If funds are expected to be available, as provided in the Indenture and this Indenture Supplement, for payment to any Paying Agent in full of the then remaining unpaid principal amount of a Series 2005-B Note on a Payment Date, then the Indenture Trustee, in the name of and such Paying Agent has delivered a replacement therefor or has been notified that on behalf of the same has been replacedIssuer, such Paying Agent shall as soon as is reasonably practicable will notify the Current Issuer in writing Person who was the Registered Holder thereof as of the Record Date preceding such Payment Date by notice mailed within five days of such presentation or surrender Payment Date and shall not make payment against the same until it is so instructed by the Current Issuer and has received the amount then due and payable shall be payable only upon presentation and surrender of such Series 2005-B Note at the Indenture Trustee's principal Corporate Trust Office or at the office of the Indenture Trustee's agent appointed for such purposes located in the City of New York. The right of the Series 2005-B Noteholders to be so paid;receive payments from the Issuer will terminate on the first Business Day following the Series 2005-B Termination Date. (d) each Paying Agent Payments made pursuant to Section 3.09(b) or 3.10(b), respectively, shall cancel each Note Certificate against presentation and surrender of which it has be made full payment and shall deliver each such Note Certificate so cancelled by it wire transfer in immediately available funds to the Registrar; (e) all payments in respect of account designated by the Current Issuer Notes will be distributed without deduction or withholding for any taxes, duties, assessments or other governmental charges of whatever nature except as and then only to the extent required by applicable law, in which case each Paying Agent shall be entitled to make such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; and (f) a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if it has not received the full amount of any payment due to it under Clause 7 (Payments to the Paying Agents)Issuer.

Payments to Noteholders. 8.1 Payments No payment shall be made with ----------------------- respect to the principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes (including, but not limited to, the redemption price with respect to the Notes to be called for redemption in accordance with Section 3.2 or submitted for redemption in accordance with Section 3.5, 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 4.5, if: (i) a default in the payment of principal, premium, if any, interest, rent or other obligations in respect of Current Issuer Notes: Each Paying Agent acting through Designated Senior Indebtedness occurs and is continuing (or, in the case of Designated Senior Indebtedness for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Designated Senior Indebtedness) (a "Payment Default"), unless and until such Payment Default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than a Payment Default, on any Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its Specified Office maturity (or in the case of any lease, a default occurs and is continuing that permits the lessor to either terminate the lease or require the Company to make an irrevocable offer to terminate the lease following an event of default thereunder) and the Trustee receives a notice of the default (a "Payment Blockage Notice") from a holder of Designated Senior Indebtedness, a Representative of Designated Senior Indebtedness or the Company (a "Non-Payment Default"). If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall make be effective for purposes of this Section 4.2 unless and until at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice. No Non-Payment Default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments of interest on and principal distributions in respect of the Current Issuer Notes upon the earlier of: (1) the date upon which any such Payment Default is cured or waived or ceases to exist, or (2) in the case of a Non-Payment Default, the earlier of (a) the date upon which such default is cured or waived or ceases to exist or (b) 179 days after the applicable Payment Blockage Notice is received by the Trustee if the maturity of such Designated Senior Indebtedness has not been accelerated (or in the case of any lease, 179 days after notice is received if the Company has not received notice that the lessor under such lease has exercised its right to terminate the lease or require the Company to make an irrevocable offer to terminate the lease following an event of default thereunder), unless this Article Four otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness (and satisfactory to the holders of Senior Indebtedness in the case such Senior Indebtedness includes Designated Senior Indebtedness), or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the Current Issuer Conditions holders of such Senior Indebtedness (and so long as satisfactory to the Current Issuer Notes are evidenced by Global Note Certificates, holders of Senior Indebtedness in the terms thereof, provided however, that: (acase such Senior Indebtedness includes Designated Senior Indebtedness) no Paying Agent will make before any payment of interest or principal in respect of any class is made on account of the Current Issuer Notes in an amount which is greater than the amount of interest or principal payable in accordance with the Current Issuer Conditions in respect of such class of Current Issuer Notes and notified to the Paying Agents in accordance with Clause 7.4 (Confirmation of Amounts Payable in respect of the Current Issuer Notes); (b) whilst the Current Issuer Notes of any class continue to be represented by Global Note Certificatesof, all payments of principal premium, if any, or interest (including Liquidated Damages, if any) on the Notes (except payments made pursuant to Article Thirteen from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding up, liquidation or reorganization), and upon any such dissolution or winding up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other similar proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Notes or the Trustee would be entitled, except for the provisions of this Article Four, 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 holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their Representative or Representatives, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness (and satisfactory to the holders of Senior Indebtedness in the case such Senior Indebtedness includes Designated Senior Indebtedness), after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution is made to the holders of the Notes or to the Trustee. For purposes of this Article Four, 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 Four with respect to the Notes to the payment of all Senior Indebtedness which may at the time be outstanding PROVIDED THAT (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new corporation, as the case may be) due in respect are not, without the consent of such Current Issuer Notes will be payable toholders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Article Twelve shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 4.2 if such other Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Twelve. In the event of the acceleration of the Notes because of an Event of Default, no payment or distribution shall be made to the order of, DTC Trustee or its nominee or Euroclear, Clearstream Luxembourg or their nominee; (c) if any Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Issuer in writing holder of such presentation or surrender and shall not make payment against the same until it is so instructed by the Current Issuer and has received the amount to be so paid; (d) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled by it to the Registrar; (e) all payments Notes in respect of the Current Issuer principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes will be distributed without deduction (including, but not limited to, the redemption price with respect to the Notes called for redemption in accordance with Section 3.2 or withholding submitted for any taxesredemption in accordance with Section 3.5, dutiesas the case may be, assessments as provided in this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 4.5, until all Senior Indebtedness has been paid in full in cash or other governmental charges payment satisfactory to the holders of whatever nature except Senior Indebtedness (and satisfactory to the holders of Designated Senior Indebtedness in the case such Senior Indebtedness includes Designated Senior Indebtedness) or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Notes is accelerated because of an Event of Default, the Company or the Trustee shall promptly notify holders of Senior Indebtedness (including the agent under the Credit Agreement) of the acceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing provisions in this Section 4.2, shall be received by the Trustee or the holders of the Notes before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness (and satisfactory to the holders of Senior Indebtedness in the case such Senior Indebtedness includes Designated Senior Indebtedness), or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtedness (and satisfactory to the holders of Senior Indebtedness in the case such Senior Indebtedness includes Designated 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, as and then only their respective interests may appear, as calculated by the Company, for application to the payment of any Senior Indebtedness remaining unpaid to the extent required by applicable lawnecessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness (and satisfactory to the holders of Senior Indebtedness in the case such Senior Indebtedness includes Designated Senior Indebtedness), after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in which case each Paying Agent this Section 4.2 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 8.6. This Section 4.2 shall be entitled to make such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; and (f) a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if it has not received the full amount of any payment due to it under Clause 7 (Payments subject to the Paying Agents)further provisions of Section 4.5.

Payments to Noteholders. 8.1 Payments No payment shall be made with respect to the principal of, premium, if any, or Interest on the Notes (other than through the issuance of PIK Notes, Permitted Junior Securities and payments and distributions made pursuant to Article 13 from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding up, liquidation or reorganization), if a default on any Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its maturity (or in respect the case of Current Issuer Notes: Each Paying Agent acting through its Specified Office any lease that is Senior or Senior Subordinated Indebtedness, a default occurs and is continuing that then permits the lessor to accelerate all future payments under the lease following an event of default thereunder). The Company may and shall make resume payments of interest on and principal distributions in respect of the Current Issuer Notes (including, but not limited to, the applicable redemption price with respect to Notes called for redemption in accordance with the Current Issuer Conditions and so long as the Current Issuer Notes are evidenced by Global Note Certificates, the terms thereof, provided however, thatSection 3.01 or Section 3.02) upon: (a1) no Paying Agent will make the date upon which any and all such defaults are cured or waived or ceases to exist; or (2) upon the earlier of the payment in full in cash or Cash Equivalents of the obligations outstanding under, and the satisfaction and discharge or defeasance of, all Designated Senior Indebtedness or upon the consent of the Representatives of all Designated Senior Indebtedness. Upon any payment by the Company, or distribution of interest or principal in respect assets of the Company of any class kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding up or liquidation or reorganization of the Current Issuer Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior and Senior Subordinated Indebtedness shall first be paid in full in cash or Cash Equivalents before any payment is made on account of the principal of, premium, if any, or Interest on the Notes (except payments made through the issuance of Permitted Junior Securities or made pursuant to Article 13 from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding up, liquidation or reorganization), and upon any such dissolution or winding up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other similar proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in an amount cash, property or securities, to which the holders of the Notes or the Trustee would be entitled, except for the provisions of this Article 4, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Notes or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior and Senior Subordinated Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior and Senior Subordinated Indebtedness held by such holders, or as otherwise required by law or a court order) or their Representative or Representatives, as their respective interests may appear, to the extent necessary to pay all Senior and Senior Subordinated Indebtedness in full in cash or Cash Equivalents, after giving effect to any concurrent payment or distribution to or for the holders of Senior and Senior Subordinated Indebtedness, before any payment or distribution is made to the holders of the Notes or to the Trustee. For purposes of this Article 4, the words, "cash, property or securities" shall not be deemed to include shares of Common 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 greater than subordinated at least to the amount extent provided in this Article 4 with respect to the Notes to the payment of interest all Senior and Senior Subordinated Indebtedness which may at the time be outstanding ("Permitted Junior Securities"); provided that (i) the Senior and Senior Subordinated Indebtedness is assumed by the new corporation, if any, resulting from any reorganization or principal payable readjustment, and (ii) the rights of the holders of Senior and Senior Subordinated Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in accordance Article 12 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 4.02 if such other Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the Current Issuer Conditions conditions stated in respect Article 12. If payment of such class the Notes is accelerated because of Current Issuer an Event of Default, the Company or, at the Company's request and expense, the Trustee shall promptly notify holders of Senior and Senior Subordinated Indebtedness of the acceleration. In the event of the acceleration of the Notes and notified because of an Event of Default, no payment or distribution shall be made to the Paying Agents in accordance with Clause 7.4 (Confirmation Trustee or any holder of Amounts Payable Notes in respect of the Current Issuer Notesprincipal of, premium, if any, or Interest on the Notes (including, but not limited to, the applicable redemption price with respect to Notes called for redemption in accordance with Section 3.01, Section 3.02 or Section 3.05); , until all Senior and Senior Subordinated Indebtedness has been paid in full in cash or Cash Equivalents or Representatives of holders of all Designated Senior Indebtedness have consented thereto, except payments and distributions made through the issuance of PIK Notes (b) whilst received prior to the Current Issuer Notes occurrence of a proceeding of the type described two paragraphs above), Permitted Junior Securities and payments and distributions made pursuant to Article 13 from monies deposited with the Trustee pursuant thereto prior to such acceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any class continue to kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing provisions in this Section 4.02, shall be represented received by Global Note Certificatesthe Trustee or the holders of the Notes before all Senior and Senior Subordinated Indebtedness is paid in full in cash or Cash Equivalents or provision is made for such payment thereof in accordance with its terms, all payments such payment or distribution shall be held in trust for the benefit of principal and shall be paid over or interest (as the case may be) due in respect of such Current Issuer Notes will be payable to, or delivered to the order of, DTC or its nominee or Euroclear, Clearstream Luxembourg holders of Senior and Senior Subordinated Indebtedness or their nominee; (c) if any Note Certificate is presented Representative or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replacedRepresentatives, such Paying Agent shall as soon their respective interests may appear, as is reasonably practicable notify the Current Issuer in writing of such presentation or surrender and shall not make payment against the same until it is so instructed calculated by the Current Issuer and has received the amount to be so paid; (d) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled by it Company, for application to the Registrar; (e) all payments in respect payment of the Current Issuer Notes will be distributed without deduction or withholding for any taxes, duties, assessments or other governmental charges of whatever nature except as Senior and then only Senior Subordinated Indebtedness remaining unpaid to the extent required by applicable lawnecessary to pay all Senior and Senior Subordinated Indebtedness in full in cash or Cash Equivalents, in which case each Paying Agent after giving effect to any concurrent payment or distribution to or for the holders of such Senior and Senior Subordinated Indebtedness. Notwithstanding the foregoing, no Holder shall be entitled required pursuant to make such deduction or withholding from this paragraph to turn over any payment which received by it makes hereunder. If any such deduction or withholding is required prior to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; and (f) a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if it has not received the full amount commencement of any proceeding of the type described three paragraphs above unless such holder has received written notice within 100 days of the date of receipt of such payment due that such payment was not permitted under the terms of this Article 4. Nothing in this Article 4 shall apply to it claims of, or payments to, the Trustee under Clause 7 or pursuant to Section 7.03 (Payments to the Paying Agents)clause "First") or Section 8.06.

Payments to Noteholders. 8.1 Payments No payment shall be made with respect to the principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes (including, but not limited to, the redemption price with respect to the Notes to be called for redemption in accordance with Section 3.2 or submitted for redemption in accordance with Section 3.5, 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 4.5, if: (i) a default in the payment of principal, premium, if any, interest, rent or other obligations in respect of Current Issuer Notes: Each Paying Agent acting through Designated Senior Indebtedness occurs and is continuing (or, in the case of Designated Senior Indebtedness for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Designated Senior Indebtedness) (a "Payment Default"), unless and until such Payment Default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than a Payment Default, on any Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its Specified Office maturity (or in the case of any lease, a default occurs and is continuing that permits the lessor to either terminate the lease or require the Company to make an irrevocable offer to terminate the lease following an event of default thereunder) and the Trustee receives a notice of the default (a "Payment Blockage Notice") from a holder of Designated Senior Indebtedness, a Representative of Designated Senior Indebtedness or the Company (a "Non-Payment Default"). If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall make be effective for purposes of this Section 4.2 unless and until at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice. No Non-Payment Default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments of interest on and principal distributions in respect of the Current Issuer Notes upon the earlier of: (1) the date upon which any such Payment Default is cured or waived or ceases to exist, or (2) in the case of a Non-Payment Default, the earlier of (a) the date upon which such default is cured or waived or ceases to exist or (b) 179 days after the applicable Payment Blockage Notice is received by the Trustee if the maturity of such Designated Senior Indebtedness has not been accelerated (or in the case of any lease, 179 days after notice is received if the Company has not received notice that the lessor under such lease has exercised its right to terminate the lease or require the Company to make an irrevocable offer to terminate the lease following an event of default thereunder), unless this Article Four otherwise prohibits the payment or distribution at the time of such payment or distribution. 26 Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness (and satisfactory to the holders of Senior Indebtedness in the case such Senior Indebtedness includes Designated Senior Indebtedness), or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the Current Issuer Conditions holders of such Senior Indebtedness (and so long as satisfactory to the Current Issuer Notes are evidenced by Global Note Certificates, holders of Senior Indebtedness in the terms thereof, provided however, that: (acase such Senior Indebtedness includes Designated Senior Indebtedness) no Paying Agent will make before any payment of interest or principal in respect of any class is made on account of the Current Issuer Notes in an amount which is greater than the amount of interest or principal payable in accordance with the Current Issuer Conditions in respect of such class of Current Issuer Notes and notified to the Paying Agents in accordance with Clause 7.4 (Confirmation of Amounts Payable in respect of the Current Issuer Notes); (b) whilst the Current Issuer Notes of any class continue to be represented by Global Note Certificatesof, all payments of principal premium, if any, or interest (including Liquidated Damages, if any) on the Notes (except payments made pursuant to Article Thirteen from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding up, liquidation or reorganization), and upon any such dissolution or winding up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other similar proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Notes or the Trustee would be entitled, except for the provisions of this Article Four, 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 holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their Representative or Representatives, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness (and satisfactory to the holders of Senior Indebtedness in the case such Senior Indebtedness includes Designated Senior Indebtedness), after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution is made to the holders of the Notes or to the Trustee. For purposes of this Article Four, 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 Four with respect to the Notes to the payment of all Senior Indebtedness which may at the time be outstanding PROVIDED THAT (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new corporation, as the case may be) due in respect are not, without the consent of such Current Issuer Notes will be payable toholders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Article Twelve shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 4.2 if such other Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Twelve. In the event of the acceleration of the Notes because of an Event of Default, no payment or distribution shall be made to the order of, DTC Trustee or its nominee or Euroclear, Clearstream Luxembourg or their nominee; (c) if any Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Issuer in writing holder of such presentation or surrender and shall not make payment against the same until it is so instructed by the Current Issuer and has received the amount to be so paid; (d) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled by it to the Registrar; (e) all payments Notes in respect of the Current Issuer principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes will be distributed without deduction (including, but not limited to, the redemption price with respect to the Notes called for redemption in accordance with Section 3.2 or withholding submitted for any taxesredemption in accordance with Section 3.5, dutiesas the case may be, assessments as provided in this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 4.5, until all Senior Indebtedness has been paid in full in cash or other governmental charges payment satisfactory to the holders of whatever nature except Senior Indebtedness (and satisfactory to the holders of Designated Senior Indebtedness in the case such Senior Indebtedness includes Designated Senior Indebtedness) or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Notes is accelerated because of an Event of Default, the Company or the Trustee shall promptly notify holders of Senior Indebtedness (including the agent under the Credit Agreement) of the acceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing provisions in this Section 4.2, shall be received by the Trustee or the holders of the Notes before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness (and satisfactory to the holders of Senior Indebtedness in the case such Senior Indebtedness includes Designated Senior Indebtedness), or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtedness (and satisfactory to the holders of Senior Indebtedness in the case such Senior Indebtedness includes Designated 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, as and then only their respective interests may appear, as calculated by the Company, for application to the payment of any Senior Indebtedness remaining unpaid to the extent required by applicable lawnecessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness (and satisfactory to the holders of Senior Indebtedness in the case such Senior Indebtedness includes Designated Senior Indebtedness), after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in which case each Paying Agent this Section 4.2 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 8.6. This Section 4.2 shall be entitled to make such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; and (f) a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if it has not received the full amount of any payment due to it under Clause 7 (Payments subject to the Paying Agents)further provisions of Section 4.5.

Payments to Noteholders. 8.1 6.1 Payments in respect of Current Issuer the Class A Notes: Each (a) Subject to Clause 6.1(c), each Paying Agent acting through its Specified Office shall make payments of principal and interest and principal in respect of the Current Issuer Class A Notes in accordance with the Current Issuer Conditions and so long as (and, in the Current Issuer case of the Class A Notes are evidenced by a Global Note CertificatesNote, the terms thereof, ) provided however, that: (a) no Paying Agent will make that if any payment of interest or principal in respect of any class of the Current Issuer Notes in an amount which is greater than the amount of interest or principal payable in accordance with the Current Issuer Conditions in respect of such class of Current Issuer Notes and notified to the Paying Agents in accordance with Clause 7.4 (Confirmation of Amounts Payable in respect of the Current Issuer Notes); (b) whilst the Current Issuer Notes of any class continue to be represented by Global Note Certificates, all payments of principal or interest (as the case may be) due in respect of such Current Issuer Notes will be payable to, or to the order of, DTC or its nominee or Euroclear, Clearstream Luxembourg or their nominee; (c) if any Definitive Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Issuer in writing and (if it is not itself the Principal Paying Agent) the Principal Paying Agent of such presentation or surrender and shall not make payment against the same such presentation or surrender until it is so instructed by the Current Issuer and has received the amount to be so paid;. (db) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled Whilst any Notes are represented by it to the Registrar; (e) a Global Note, all payments due in respect of the Current Issuer Notes will shall be distributed without deduction made to, or withholding for any taxes, duties, assessments or other governmental charges of whatever nature except as and then only to the extent required by applicable laworder of, the holder of the Global Note, subject to and in which case accordance with the provisions of the Global Note. On the occasion of each payment, as applicable, (i) the Principal Paying Agent shall be entitled instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect such deduction or withholding from any payment which it makes hereunder. If any and (ii) the Principal Paying Agent shall instruct the DTC Custodian (who shall in turn instruct DTC) to make the appropriate entries in its records to reflect such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; andpayment. (fc) a A Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if in respect of the Class A Notes, if: (i) in the case of the Principal Paying Agent, it has not received the full amount of any payment due to it under Clause 7 5.1 (Payments Issuer to pay Principal Paying Agent and Class Z VFN Registrar) in accordance with the timing set out in Clause 5.2 (Xxxxxx and time of payment); or (ii) in the case of each other Paying Agent: (A) it has been notified in accordance with Clause 5.7 (Failure to receive timely payment) that confirmation of the full amount in Agreed Currency has not been received by the Principal Paying Agent, unless it is subsequently notified that it has been received; or (B) it is not able to establish that the Principal Paying Agent has received (whether or not at the due time) the full amount of any payment due to it under Clause 5.1 (Issuer to pay Principal Paying Agent and Class Z VFN Registrar). (iii) Each Paying Agent shall cancel each Global Note against surrender of which it has made full payment and shall, in the case of a Paying Agent other than the Principal Paying Agent, deliver each Global Note so cancelled by it to, or to the order of, the Principal Paying AgentsAgent. (d) If any payment provided for in Clause 5.1 (Issuer to pay Principal Paying Agent and Class Z VFN Registrar) is made late but otherwise in accordance with this Agreement the Paying Agents will nevertheless make such payments in respect of the Notes but shall only be obliged to make the relevant payment on the succeeding Business Day. (e) If the date for payment of any amount in respect of a Note is not a Presentation Date, the Paying Agents shall not be obliged to make any payments of principal or interest in respect of the Class A Notes until the next following Presentation Date in the relevant place and shall not incur any liability in respect of such delay. In this Clause 6.1(e), the expression Presentation Date means a day which is (a) a Business Day and (b) a day on which banks are generally open for business in the relevant place. 6.2 Payments in respect of the Class Z VFN

Payments to Noteholders. 8.1 Payments No payment shall be made with ----------------------- respect to the principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes (including, but not limited to, the redemption price with respect to the Notes to be called for redemption in accordance with Section 3.2 or submitted for redemption in accordance with Section 3.5, 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 4.5, if: (i) a default in the payment of principal, premium, if any, interest, rent or other obligations in respect of Current Issuer Notes: Each Paying Agent acting through Senior Indebtedness occurs and is continuing (or, in the case of Senior Indebtedness for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness) (a "Payment Default"), unless and until such Payment Default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than a Payment Default, on any Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its Specified Office maturity (or in the case of any lease, a default occurs and is continuing that permits the lessor to either terminate the lease or require the Company to make an irrevocable offer to terminate the lease following an event of default thereunder) and the Trustee receives a notice of the default (a "Payment Blockage Notice") from a holder of Designated Senior Indebtedness, a Representative of Designated Senior Indebtedness or the Company (a "Non-Payment Default"). If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall make be effective for purposes of this Section 4.2 unless and until at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice. No Non- Payment Default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments of interest on and principal distributions in respect of the Current Issuer Notes upon the earlier of: (1) the date upon which any such Payment Default is cured or waived or ceases to exist, or (2) in the case of a Non-Payment Default, the earlier of (a) the date upon which such default is cured or waived or ceases to exist or (b) 179 days after the applicable Payment Blockage Notice is received by the Trustee if the maturity of such Designated Senior Indebtedness has not been accelerated (or in the case of any lease, 179 days after notice is received if the Company has not received notice that the lessor under such lease has exercised its right to terminate the lease or require the Company to make an irrevocable offer to terminate the lease following an event of default thereunder), unless this Article Four otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness (and satisfactory to the holders of Senior Indebtedness in the case such Senior Indebtedness includes Designated Senior Indebtedness), or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the Current Issuer Conditions holders of such Senior Indebtedness (and so long as satisfactory to the Current Issuer Notes are evidenced by Global Note Certificates, holders of Senior Indebtedness in the terms thereof, provided however, that: (acase such Senior Indebtedness includes Designated Senior Indebtedness) no Paying Agent will make before any payment of interest or principal in respect of any class is made on account of the Current Issuer Notes in an amount which is greater than the amount of interest or principal payable in accordance with the Current Issuer Conditions in respect of such class of Current Issuer Notes and notified to the Paying Agents in accordance with Clause 7.4 (Confirmation of Amounts Payable in respect of the Current Issuer Notes); (b) whilst the Current Issuer Notes of any class continue to be represented by Global Note Certificatesof, all payments of principal premium, if any, or interest (including Liquidated Damages, if any) on the Notes (except payments made pursuant to Article Thirteen from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding up, liquidation or reorganization), and upon any such dissolution or winding up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other similar proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Notes or the Trustee would be entitled, except for the provisions of this Article Four, 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 holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their Representative or Representatives, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness (and satisfactory to the holders of Senior Indebtedness in the case such Senior Indebtedness includes Designated Senior Indebtedness), after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution is made to the holders of the Notes or to the Trustee. For purposes of this Article Four, 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 Four with respect to the Notes to the payment of all Senior Indebtedness which may at the time be outstanding provided that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new corporation, as the case may be) due in respect are not, without the consent of such Current Issuer Notes will be payable toholders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Article Twelve shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 4.2 if such other Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Twelve. In the event of the acceleration of the Notes because of an Event of Default, no payment or distribution shall be made to the order of, DTC Trustee or its nominee or Euroclear, Clearstream Luxembourg or their nominee; (c) if any Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Issuer in writing holder of such presentation or surrender and shall not make payment against the same until it is so instructed by the Current Issuer and has received the amount to be so paid; (d) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled by it to the Registrar; (e) all payments Notes in respect of the Current Issuer principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes will be distributed without deduction (including, but not limited to, the redemption price with respect to the Notes called for redemption in accordance with Section 3.2 or withholding submitted for any taxesredemption in accordance with Section 3.5, dutiesas the case may be, assessments as provided in this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 4.5, until all Senior Indebtedness has been paid in full in cash or other governmental charges payment satisfactory to the holders of whatever nature except Senior Indebtedness (and satisfactory to the holders of Designated Senior Indebtedness in the case such Senior Indebtedness includes Designated Senior Indebtedness) or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Notes is accelerated because of an Event of Default, the Company or the Trustee shall promptly notify holders of Senior Indebtedness of the acceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing provisions in this Section 4.2, shall be received by the Trustee or the holders of the Notes before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness (and satisfactory to the holders of Senior Indebtedness in the case such Senior Indebtedness includes Designated Senior Indebtedness), or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtedness (and satisfactory to the holders of Senior Indebtedness in the case such Senior Indebtedness includes Designated 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, as and then only their respective interests may appear, as calculated by the Company, for application to the payment of any Senior Indebtedness remaining unpaid to the extent required by applicable lawnecessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness (and satisfactory to the holders of Senior Indebtedness in the case such Senior Indebtedness includes Designated Senior Indebtedness), after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in which case each Paying Agent this Section 4.2 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 8.6. This Section 4.2 shall be entitled to make such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; and (f) a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if it has not received the full amount of any payment due to it under Clause 7 (Payments subject to the Paying Agents)further provisions of Section 4.5.

Payments to Noteholders. 8.1 Payments In the event and during the continuation of any default in the payment of principal, premium, interest or any other payment due on any Senior Indebtedness (or, in the case of Senior Indebtedness for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness), then, unless and until such default shall have been cured or waived or shall have ceased to exist, no payment shall be made by the Company with respect to the principal of, or premium, if any, or interest on the Notes (including, but not limited to, the redemption price or repurchase price with respect to the Notes to be redeemed or repurchased, as provided in this Indenture) except payments made pursuant to Article XIII from monies deposited with the Trustee pursuant thereto prior to the happening of such default. In the event (i) any event of default with respect to any Senior Indebtedness shall have occurred and be continuing which permits the holders of such Senior Indebtedness (or a trustee or other representative on behalf of the holders thereof) to declare such Senior Indebtedness due and payable prior to the date on which it would otherwise have become due and payable, upon written notice thereof to the Company and the Trustee by any holders of Senior Indebtedness to which such event of default relates (or a trustee or other representative on behalf of the holders thereof) (a "Senior Default Notice"), unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (ii) any judicial proceeding shall be pending with respect to any such event of default, then no payment shall be made by the Company, directly or indirectly, with respect to principal of, premium, if any, or interest on the Notes, provided, however, that clause (i) of this paragraph shall not prevent the making of any such payment for more than 179 days after a Senior Default Notice shall have been received by the Trustee unless the Senior Indebtedness in respect of Current Issuer Notes: Each Paying Agent acting through which such event of default exists has been declared due and payable in its Specified Office entirety, in which case no such payment may be made until such acceleration has been rescinded or annulled or such Senior Indebtedness has been paid in full. Notwithstanding the foregoing, no event of default which existed or was continuing on the date of any Senior Default Notice shall be made the basis for the giving of a second Senior Default Notice; and, provided, further, that only one such Senior Default Notice may be given during any period of 360 consecutive days, regardless of the number of defaults with respect to Senior Indebtedness during such 360-day period. Notwithstanding the foregoing, the Company may make payments of interest and principal the Trustee may receive and shall apply any payment in respect of the Current Issuer Notes (for principal, and premium, if any, or interest) if such payment was made prior to the occurrence of any of the contingencies specified in clauses (i) and (ii) above. In addition, nothing in this paragraph shall prevent the Company from making or the Trustee from receiving or applying any 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 total or partial liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full, or payment thereof provided for in money in accordance with the Current Issuer Conditions and so long as the Current Issuer Notes are evidenced by Global Note Certificatesits terms, the terms thereof, provided however, that: (a) no Paying Agent will make before any payment is made on account of the principal (and premium, if any) or interest on the Notes (except payments made pursuant to Article XIII from monies deposited with the Trustee pursuant thereto prior to the happening of such dissolution, winding-up, liquidation or principal in respect reorganization or bankruptcy, insolvency, receivership or other such proceedings); and upon any such dissolution or winding-up or liquidation or reorganization or bankruptcy, insolvency, receivership or other such proceedings, any payment by the Company, or distribution of assets of the Company of any class kind or character, whether in cash, property or securities, to which the holders of the Current Issuer Notes or the Trustee under this Indenture would be entitled, except for the provision of this Article IV, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in an amount which is greater than bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by the amount holders of interest the Notes or principal payable in accordance with by the Current Issuer Conditions in respect of such class of Current Issuer Notes and notified Trustee under this Indenture if received by them or it, directly to the Paying Agents in accordance with Clause 7.4 holders of Senior Indebtedness (Confirmation of Amounts Payable in respect pro rata to such holders on the basis of the Current Issuer Notes); (brespective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) whilst the Current Issuer Notes of any class continue to be represented by Global Note Certificates, all payments of principal or interest (as the case may be) due in respect of such Current Issuer Notes will be payable totheir respective representative or representatives, or to the order oftrustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, DTC or its nominee or Euroclearas their respective interests may appear, Clearstream Luxembourg or their nominee; (c) if any Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Issuer in writing of such presentation or surrender and shall not make payment against the same until it is so instructed by the Current Issuer and has received the amount to be so paid; (d) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled by it to the Registrar; (e) all payments in respect of the Current Issuer Notes will be distributed without deduction or withholding for any taxes, duties, assessments or other governmental charges of whatever nature except as and then only to the extent required necessary to pay all Senior Indebtedness in full after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution is made to the holders of the Notes or to the Trustee under this Indenture. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by applicable lawway of setoff or otherwise), in which case each Paying Agent prohibited by the foregoing, shall be entitled received by the Trustee under this Indenture or by any holders of the Notes before all Senior Indebtedness is paid in full, or provision is made for such payment in accordance with its terms, such payment or distribution shall be held by the recipient or recipients in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness or their respective representative or representatives, or to make such deduction the trustee or withholding from trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment which it makes hereunder. If any such deduction or withholding is required of all Senior Indebtedness remaining unpaid to be made, then neither the Current Issuer nor any other person will be obliged extent necessary to pay all Senior Indebtedness in full in accordance with its terms, after giving effect to any additional amounts in respect thereof; and concurrent payment or distribution (f) a Paying Agent shall not be obliged (but shall be entitledor provision therefor) to make payments or for the holders of principal or interest if it has not received the full amount of any payment due to it under Clause 7 (Payments to the Paying Agents)such Senior Indebtedness.

Payments to Noteholders. 8.1 Payments in No payment shall be made with respect of Current Issuer Notes: Each Paying Agent acting through its Specified Office shall make payments of ----------------------- to the principal of, premium, if any, or interest and principal in (including Liquidated Damages, if any) on the Notes (including, but not limited to, the redemption price with respect of to the Current Issuer Notes to be called for redemption in accordance with the Current Issuer Conditions and so long as the Current Issuer Notes are evidenced by Global Note Certificates, the terms thereof, provided however, that: (a) no Paying Agent will make any payment of interest Section 3.2 or principal in respect of any class of the Current Issuer Notes in an amount which is greater than the amount of interest or principal payable submitted for redemption in accordance with the Current Issuer Conditions in respect of such class of Current Issuer Notes and notified to the Paying Agents in accordance with Clause 7.4 (Confirmation of Amounts Payable in respect of the Current Issuer Notes); (b) whilst the Current Issuer Notes of any class continue to be represented by Global Note CertificatesSection 3.5, all payments of principal or interest (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 4.5, if: (i) due a default in the payment of principal, premium, if any, interest, rent or other obligations in respect of Senior Indebtedness occurs and is continuing beyond any applicable period of grace (a "Payment Default"); or (ii) a default, other than a Payment Default, on any Designated Senior Indebtedness occurs and is continuing that then permits holders of such Current Issuer Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of the default (a "Payment Blockage Notice") from a holder of Designated Senior Indebtedness, a Representative of Designated Senior Indebtedness or the Company (a "Non-Payment Default"). If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section 4.2 unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice and (B) all scheduled payments of principal, premium, if any, and interest (including Liquidated Damages, if any) on the Notes will that have come due have been paid in full in cash. No Non-Payment Default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be payable tomade, the basis for a subsequent Payment Blockage Notice. 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 which any such Payment Default is cured or waived or ceases to exist, (2) in the case of a Non-Payment Default, the earlier of (a) the date upon which such default is cured or waived or ceases to exist or (b) 179 days after the applicable Payment Blockage Notice is received by the Trustee, or (3) if the maturity of the Designated Senior Indebtedness has not been accelerated, or in the case of any lease, 179 days after notice is received by the Company that the lessor under such lease has exercised its right to terminate the lease or required the Company to make an irrevocable offer to terminate the lease following an event of default under the lease. unless this Article Four otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness before any payment is made on account of the principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes (except payments made pursuant to Article Thirteen from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding up, liquidation or reorganization), and upon any such dissolution or winding up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Notes or the Trustee would be entitled, except for the provisions of this Article Four, 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 holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their Representative or Representatives, or to the order oftrustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, DTC as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full in cash or its nominee or Euroclearother payment satisfactory to the holders of such Senior Indebtedness, Clearstream Luxembourg or their nominee; (c) if any Note Certificate is presented or surrendered for payment after giving effect to any Paying Agent concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution is made to the holders of the Notes or to the Trustee. For purposes of this Article Four, 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 Four with respect to the Notes to the payment of all Senior Indebtedness which may at the time be outstanding. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Article Twelve shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 4.2 if such Paying Agent has delivered other Person shall, as a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Issuer in writing part of such presentation consolidation, merger, conveyance or surrender and transfer, comply with the conditions stated in Article Twelve. In the event of the acceleration of the Notes because of an Event of Default, no payment or distribution shall not make payment against the same until it is so instructed by the Current Issuer and has received the amount to be so paid; (d) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled by it to the Registrar; (e) all payments Trustee or any holder of Notes in respect of the Current Issuer principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes will be distributed without deduction (including, but not limited to, the redemption price with respect to the Notes called for redemption in accordance with Section 3.2 or withholding submitted for any taxesredemption at the option of the holder in accordance with Section 3.5, dutiesas the case may be, assessments as provided in this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 4.5, until all Senior Indebtedness has been paid in full in cash or other governmental charges payment satisfactory to the holders of whatever nature except Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Notes is accelerated because of an Event of Default, the Company or the Trustee shall promptly notify holders of Senior Indebtedness of the acceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing provisions in this Section 4.2, shall be received by the Trustee or the holders of the Notes before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtedness, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness or their Representative or Representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as and then only their respective interests may appear, as calculated by the Company, for application to the payment of any Senior Indebtedness remaining unpaid to the extent required by applicable lawnecessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in which case each Paying Agent this Section 4.2 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 8.6. This Section 4.2 shall be entitled to make such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; and (f) a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if it has not received the full amount of any payment due to it under Clause 7 (Payments subject to the Paying Agents)further provisions of Section 4.5.

Payments to Noteholders. 8.1 7.1 Payments in respect of Current Issuer Notes: Each Paying Agent acting through its Specified Office shall make payments of interest and principal in respect of the Current Issuer Notes in accordance with the Current Issuer Conditions and so long as the Current Issuer Notes are evidenced by Global Note Certificates, the terms thereof, provided however, that: (a) no Paying Agent will make any payment of interest or principal in respect of any class of the Current Issuer Notes in an amount which is greater than the amount of interest or principal payable in accordance with the Current Issuer Conditions in respect of such class of Current Issuer Notes and notified to the Paying Agents in accordance with Clause 7.4 (Confirmation of Amounts Payable in respect of Agents 7.1.1 if the Current Issuer Notes); (b) whilst the Current Issuer Notes of Global Certificate or any class continue to be represented by Global Note Certificates, all payments of principal or interest (as the case may be) due in respect of such Current Issuer Notes will be payable to, or to the order of, DTC or its nominee or Euroclear, Clearstream Luxembourg or their nominee; (c) if any Note Definitive Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered caused the Registrar to deliver a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable forthwith notify the Current Issuer in writing Issuer, the Trustee and (if such Paying Agent is not the Principal Paying Agent) the Principal Paying Agent of such presentation or surrender and shall not make payment against the same until it is so instructed by the Current Issuer and the Principal Paying Agent has received the amount to be so paid; 7.1.2 each Paying Agent shall not be obliged to make payments until the Principal Paying Agent is satisfied that it has received any payment to be made by Ardshinbank to the Account pursuant to Clause 6.1 (dIssuer to provide for payment by Ardshinbank to the Account) and provided that the Paying Agent shall only be required to pay monies which it has received and shall have no obligation to pay amounts in excess of any amounts received from Ardshinbank at any time; 7.1.3 each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled or enfaced by it to, or to the order of, the Registrar; (e) all payments in respect 7.1.4 notwithstanding any other provision of the Current Issuer Notes will be distributed without deduction or withholding for any taxesthis Agreement, duties, assessments or other governmental charges of whatever nature except as and then only to the extent required by applicable law, in which case each Paying Agent shall be entitled to make such a deduction or withholding from any payment which it makes hereunder. If 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, in which event such Paying Agent shall (i) make such payment after such withholding or deduction has been made; (ii) account to the relevant authorities for the amount so withheld or deducted; and (iii) notify in writing the Trustee, the Issuer and Ardshinbank of any deduction or withholding is required to be made, then neither the Current Issuer nor from any other person will be obliged to pay any additional amounts in respect thereofpayment which it makes under this Agreement; and 7.1.5 on each Record Date (f) as defined in the Conditions, as amended by the Global Certificate, as applicable), in respect of which a Paying Agent shall not be obliged (but shall be entitled) to make payments payment of principal or interest or any additional amounts (if it has not received any) is due in respect of the full Notes, the Registrar shall notify the Principal Paying Agent of the names and addresses of the Noteholders to whom payment is due, the amount of the payment to each such Noteholder and any applicable payment instructions. No Paying Agent shall be liable for the failure to make any payment due occasioned by any misinformation provided to it under in accordance with this sub-Clause 7 (Payments to the Paying Agents)7.1.5.

Payments to Noteholders. 8.1 Payments in respect of Current Issuer Notes: 7.1 PAYMENTS IN RESPECT OF GLOBAL SIXTH ISSUER NOTES Each Paying Agent acting through its Specified Office shall make payments of interest and principal in respect of the Current Global Sixth Issuer Notes in accordance with the Current Issuer Conditions and so long as the Current Sixth Issuer Notes are evidenced by Global Note CertificatesTrust Deed provided, the terms thereof, provided however, that: (a) no Paying Agent will make any payment of interest or principal in respect of any class of the Current Issuer Notes in an amount which is greater than the amount of interest or principal payable in accordance with the Current Issuer Conditions in respect of such class of Current Issuer Notes and notified to the Paying Agents in accordance with Clause 7.4 (Confirmation of Amounts Payable in respect of the Current Issuer Notes); (b) whilst the Current Issuer Notes of any class continue to be represented by Global Note Certificates, all payments of principal or interest (as the case may be) due in respect of such Current Issuer Notes will be payable to, or to the order of, DTC or its nominee or Euroclear, Clearstream Luxembourg or their nominee; (c) if any Global Sixth Issuer Note Certificate is presented or surrendered for payment to any a Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Sixth Issuer in writing of such presentation or surrender and shall not make payment against the same until it is so instructed by the Current Sixth Issuer and has received the amount to be so paid; (db) each Paying Agent shall cancel each Definitive Sixth Issuer Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Definitive Sixth Issuer Note Certificate so cancelled by it to the Registrar; (ec) all payments in respect the case of payment of interest or principal against presentation of a Global Sixth Issuer Note, the Current Registrar shall note or procure that there is noted on the relevant schedule to such Global Sixth Issuer Notes will be distributed without deduction or withholding for any taxesNote, duties, assessments or other governmental charges the amount of whatever nature except as and then only to the extent required by applicable lawsuch payment and, in which the case each Paying Agent of payment of principal, the remaining Principal Amount Outstanding of a Global Sixth Issuer Note and shall be entitled to make procure the signature of such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; andnotation on its behalf; (fd) a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if if: (i) in the case of the Principal Paying Agent, it has not received the full amount of any payment due to it under Clause 7 CLAUSE 6.1; or (Payments ii) in the case of any other Paying Agent: (A) it has been notified in accordance with CLAUSE 6 that the relevant irrevocable payment instructions have not been received, unless it is subsequently notified that such payment instructions have been received; or (B) it is not able to establish that the Principal Paying Agents)Agent has received the full amount of any payment due to it under CLAUSE 6.

Payments to Noteholders. 8.1 Payments No payment (including pursuant to ----------------------- any redemption or repurchase of Notes) shall be made with respect to the principal of, or premium, if any, or interest (including Liquidated Damages, if any) on the Notes, except payments and distributions made by the Trustee as permitted by Section 4.6, if: (1) a default in the payment of principal, premium, if any, or interest or other payment due on Senior Indebtedness occurs and is continuing beyond any applicable period of grace; or (2) any other default occurs and is continuing with respect to Designated Senior Indebtedness that then permits holders of Current Issuer Notes: Each Paying Agent acting through the Designated Senior Indebtedness as to which such default related to accelerate its Specified Office maturity and the Trustee and the Company receive a notice of such default (a "Payment Blockage Notice") from a Representative of Designated Senior Indebtedness. The Company may and shall make resume payments on the Notes (1) in the case of a payment default, on the date upon which such default is cured or waived or ceases to exist, and (2) in the case of a nonpayment default with respect to Designated Senior Indebtedness, on the earlier of the date on which the nonpayment default is cured or waived or ceases to exist or 179 days pass after the date on which the applicable Payment Blockage Notice is received. No new period of payment blockage may be commenced pursuant to a Payment Blockage Notice unless (A) at least 365 days shall have elapsed since the first day of effectiveness of the immediately prior Payment Blockage Notice and (B) all scheduled payments of principal, premium, if any, and interest and principal on the Notes that have come due have been paid in respect full in cash, or in such other form of payment as may be acceptable to the holders of the Current Issuer Notes or the Trustee or the holder of the Notes shall have instituted proceedings to enforce such holders' rights to receive such payments. No default (whether or not such event of default is on the same issue of Designated Senior Indebtedness) 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. In addition, in the event of any acceleration of the Notes because of an Event of Default, no payment or distribution (including with respect to any redemption or repurchase of the Notes) shall be made to the Trustee or any holder of Notes with respect to the principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes, except payments and distributions made by the Trustee as permitted by Section 4.6, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the Current Issuer Conditions and so long as terms of this Indenture. If payment of the Current Issuer Notes are evidenced by Global Note Certificatesis accelerated because of an Event of Default, the terms thereofCompany shall promptly notify holders of Senior Indebtedness of the acceleration. In the event that, provided howevernotwithstanding the foregoing, that: (a) no Paying Agent will make the Trustee or any holder of Notes receives any payment or distribution of interest or principal in respect assets of the Company of any class kind in contravention of the Current Issuer Notes any term of this Indenture, whether in an amount which cash, property or securities, including, without limitation, by way of setoff or otherwise, before all Senior Indebtedness is greater than the amount paid in full, in cash or such other form of interest or principal payable in accordance with the Current Issuer Conditions in respect of such class of Current Issuer Notes and notified payment as may be acceptable to the Paying Agents holders of Senior Indebtedness, then such payment or distribution shall be held by the recipient or recipients in accordance with Clause 7.4 (Confirmation trust for the benefit of, and shall be paid over or delivered to, the holders of Amounts Payable in respect of the Current Issuer Notes); (b) whilst the Current Issuer Notes of any class continue to be represented by Global Note Certificates, all payments of principal Senior Indebtedness or interest (as the case may be) due in respect of such Current Issuer Notes will be payable totheir respective representative or representatives, or to the order oftrustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, DTC or its nominee or Euroclearas their respective interests may appear, Clearstream Luxembourg or their nominee; (c) if any Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Issuer in writing of such presentation or surrender and shall not make payment against the same until it is so instructed calculated by the Current Issuer and has received the amount to be so paid; (d) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled by it Company, for application to the Registrar; (e) payment of all payments in respect of the Current Issuer Notes will be distributed without deduction or withholding for any taxes, duties, assessments or other governmental charges of whatever nature except as and then only Senior Indebtedness remaining unpaid to the extent required by applicable lawnecessary to make payment in full, in which case each Paying Agent cash or such other form of payment as may be acceptable to the holders of Senior Indebtedness, of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution, or provision therefor, to or for the holders of such Senior Indebtedness. Nothing in this Section 4.2 shall apply to claims of, or payments to, the Trustee pursuant to Section 8.6. This Section 4.2 shall be entitled to make such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; and (f) a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if it has not received the full amount of any payment due to it under Clause 7 (Payments subject to the Paying Agents)further provisions of Section 4.6.

Payments to Noteholders. 8.1 7.1 Payments in respect of Current Global Master Issuer Notes: Notes Each Paying Agent acting through its Specified Office shall make payments of interest and principal in respect of the Current Global Master Issuer Notes in accordance with the Current Issuer Conditions and so long as the Current Master Issuer Notes are evidenced by Global Note CertificatesTrust Deed provided, the terms thereof, provided however, that: (a) no Paying Agent will make any payment of interest or principal in respect of any class of the Current Issuer Notes in an amount which is greater than the amount of interest or principal payable in accordance with the Current Issuer Conditions in respect of such class of Current Issuer Notes and notified to the Paying Agents in accordance with Clause 7.4 (Confirmation of Amounts Payable in respect of the Current Issuer Notes); (b) whilst the Current Issuer Notes of any class continue to be represented by Global Note Certificates, all payments of principal or interest (as the case may be) due in respect of such Current Issuer Notes will be payable to, or to the order of, DTC or its nominee or Euroclear, Clearstream Luxembourg or their nominee; (c) if any Global Master Issuer Note Certificate is presented or surrendered for payment to any a Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Master Issuer in writing of such presentation or surrender and shall not make payment against the same until it is so instructed by the Current Master Issuer and has received the amount to be so paid; (db) each Paying Agent shall cancel each Definitive Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Definitive Note Certificate so cancelled by it to the Registrar; (ec) all payments in respect the case of payment of interest or principal against presentation of a Global Master Issuer Note, the Current Registrar shall note or procure that there is noted on the relevant schedule to such Global Master Issuer Notes will be distributed without deduction or withholding for any taxesNote, duties, assessments or other governmental charges the amount of whatever nature except as and then only to the extent required by applicable lawsuch payment and, in which the case each Paying Agent of payment of principal, the remaining Principal Amount Outstanding of a Global Master Issuer Note and shall be entitled to make procure the signature of such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereofnotation on its behalf; and (fd) a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if if: (i) in the case of the Principal Paying Agent, it has not received the full amount of any payment due to it under Clause 7 6.1; or (ii) in the case of any other Paying Agent: (A) it has been notified in accordance with Clause 6 that the relevant irrevocable payment instructions have not been received, unless it is subsequently notified that such payment instructions have been received; or (B) it is not able to establish that the Principal Paying Agent has received the full amount of any payment due to it under Clause 6. 7.2 Payments in respect of Definitive Notes Save in respect of each Master Issuer Note, where Santander UK plc is the sole Master Issuer Noteholder and has elected pursuant to Clause 6.1(b) above to receive amounts directly from the Issuer, the Registrar will, in the case of Definitive Notes, notify the Principal Paying Agents)Agent, not later than five days after each Record Date, whether any Noteholder has elected to receive payments by transfer to a bank account and, if so, the relevant details of such bank account. For those Noteholders who have chosen not to receive payments by transfer to a bank account, the Registrar will notify the Principal Paying Agent of the address of such Noteholder appearing in the Register to which cheques should be posted. The Registrar shall notify the Master Issuer Cash Manager and the Principal Paying Agent, as soon as reasonably practicable, if Santander UK plc ceases to be the sole Master Issuer Noteholder in respect of any Master Issuer Note.

Payments to Noteholders. 8.1 ‌ 7.1 Payments in respect of Current Issuer Notes: the Notes‌ (a) Each Paying Agent acting through its Specified Office shall make payments of principal and interest and principal in respect of the Current Issuer Notes in accordance with the Current Issuer Conditions and so long as (and, in the Current Issuer case of the Notes are evidenced by a Global Note CertificatesNote, the terms thereof, ) provided however, that: (a) no Paying Agent will make that if any payment of interest or principal in respect of any class of the Current Issuer Notes in an amount which is greater than the amount of interest or principal payable in accordance with the Current Issuer Conditions in respect of such class of Current Issuer Notes and notified to the Paying Agents in accordance with Clause 7.4 (Confirmation of Amounts Payable in respect of the Current Issuer Notes); (b) whilst the Current Issuer Notes of any class continue to be represented by Global Note Certificates, all payments of principal or interest (as the case may be) due in respect of such Current Issuer Notes will be payable to, or to the order of, DTC or its nominee or Euroclear, Clearstream Luxembourg or their nominee; (c) if any Registered Definitive Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable forthwith notify the Current Issuer in writing and (if it is not itself the Principal Paying Agent) the Principal Paying Agent of such presentation or surrender and shall not make payment against the same such presentation or surrender until it is so instructed by the Current Issuer and has received the amount to be so paid;paid.‌ (db) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled by it to the Registrar; (e) all payments in respect of the Current Issuer Notes will be distributed without deduction or withholding for any taxes, duties, assessments or other governmental charges of whatever nature except as and then only to the extent required by applicable law, in which case each Paying Agent shall be entitled to make such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; and (f) a A Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if in respect of the Notes, if:‌ (i) in the case of the Principal Paying Agent it has not received the full amount of any payment due to it under Clause 7 6.1 (Payments Issuer to pay Principal Paying Agent); or (ii) in the case of each other Paying Agent: (A) it has been notified in accordance with Clause 6.6 (Failure to receive timely payment) that the Principal Paying Agent has not, by the relevant time specified in Clause 6.2 (Xxxxxx and time of payment), received unconditionally the full amount in Sterling required for any payment unless it is subsequently notified that such payment has been received; or (B) it is not able to establish that the Principal Paying Agent has received (whether or not at the due time) the full amount of any payment due to it under Clause 6.1 (Issuer to pay Principal Paying Agent). (c) (Subject to Clause 7.6 (Partial payments), in the case of a partial payment), in the case of payment of principal or interest against presentation of a Global Note, the relevant Paying Agent shall procure that there is endorsed in the Register the amount of such payment and, in the case of payment of principal, the remaining principal amount of the Global Note (which shall be the previous principal amount thereof less the amount of principal then paid) and shall procure the signature of such notation on its behalf. (d) All Notes which are redeemed in full by the Issuer shall be cancelled by the removal of the relevant Noteholder's name from the Register by the Registrar and cancellation of the corresponding Notes (or partial cancellation of the relevant Global Note if the Notes are represented thereby) by the Paying Agents)Agent to which they were surrendered or with which they were deposited.

Payments to Noteholders. 8.1 Payments in respect of Current Issuer Notes: Each Paying Agent acting through its Specified Office shall make payments of interest and principal in respect of the Current Issuer Notes in accordance with the Current Issuer Conditions and so long as the Current Issuer Notes are evidenced by Global Note Certificates, the terms thereof, provided however, that: (a) 8.1.1 no Paying Agent will make any payment of interest or principal in respect of any class of the Current Issuer Notes in an amount which is greater than the amount of interest or principal payable in accordance with the Current Issuer Conditions in respect of such class of Current Issuer Notes and notified to the Paying Agents in accordance with Clause 7.4 7.3 (Confirmation of Amounts Payable in respect of the Current Issuer Notes); (b) whilst 8.1.2 while the Current Issuer Notes of any class continue to be represented by Global Note CertificatesNotes, all payments of principal or interest (as the case may be) due in respect of such Current Issuer Notes will be payable to, or to the order of, DTC or its nominee or of Euroclear, Clearstream Clearstream, Luxembourg or their nominee; (c) 8.1.3 if any Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Issuer in writing of such presentation or surrender and shall not make payment against the same until it is so instructed by the Current Issuer and has received the amount to be so paid; (d) 8.1.4 each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled by it to the Registrar; (e) 8.1.5 all payments in respect of the Current Issuer Notes will be distributed without deduction or withholding for any taxes, duties, assessments or other governmental charges of whatever nature except as and then only to the extent required by applicable lawApplicable Law, in which case each Paying Agent shall be entitled to make such deduction or withholding from any payment which it makes hereunderunder this Agreement. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; and (f) 8.1.6 a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if it has not received the full amount of any payment due to it under Clause 7 (Payments to the Paying Agents).

Payments to Noteholders. 8.1 6.1 Payments in respect of Current Issuer the Class A Notes: Each (a) Subject to Clause 6.1(c), each Paying Agent acting through its Specified Office shall make payments of principal and interest and principal in respect of the Current Issuer Class A Notes in accordance with the Current Issuer Conditions and so long as (and, in the Current Issuer case of the Class A Notes are evidenced by a Global Note CertificatesNote, the terms thereof, ) provided however, that: (a) no Paying Agent will make that if any payment of interest or principal in respect of any class of the Current Issuer Notes in an amount which is greater than the amount of interest or principal payable in accordance with the Current Issuer Conditions in respect of such class of Current Issuer Notes and notified to the Paying Agents in accordance with Clause 7.4 (Confirmation of Amounts Payable in respect of the Current Issuer Notes); (b) whilst the Current Issuer Notes of any class continue to be represented by Global Note Certificates, all payments of principal or interest (as the case may be) due in respect of such Current Issuer Notes will be payable to, or to the order of, DTC or its nominee or Euroclear, Clearstream Luxembourg or their nominee; (c) if any Definitive Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Issuer in writing and (if it is not itself the Principal Paying Agent) the Principal Paying Agent of such presentation or surrender and shall not make payment against the same such presentation or surrender until it is so instructed by the Current Issuer and has received the amount to be so paid;. (db) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled Whilst any Notes are represented by it to the Registrar; (e) a Global Note, all payments due in respect of the Current Issuer Notes will shall be distributed without deduction made to, or withholding for any taxes, duties, assessments or other governmental charges of whatever nature except as and then only to the extent required by applicable laworder of, the holder of the Global Note, subject to and in which case accordance with the provisions of the Global Note. On the occasion of each payment, the Principal Paying Agent shall be entitled instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; andpayment. (fc) a A Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if in respect of the Class A Notes, if: (i) in the case of the Principal Paying Agent it has not received the full amount of any payment due to it under Clause 7 5.1 (Payments Issuer to pay Principal Paying Agent and Class Z VFN Registrar) in accordance with the timing set out in Clause 5.2 (Manner and time of payment); or (ii) in the case of each other Paying Agent: (A) it has been notified in accordance with Clause 5.7 (Failure to receive timely payment) that confirmation of the full amount in Agreed Currency has not been received by the Principal Paying Agent, unless it is subsequently notified that it has been received; or (B) it is not able to establish that the Principal Paying Agent has received (whether or not at the due time) the full amount of any payment due to it under Clause 5.1 (Issuer to pay Principal Paying Agent and Class Z VFN Registrar). (iii) Each Paying Agent shall cancel each Note Certificate against surrender of which it has made full payment and shall, in the case of a Paying Agent other than the Principal Paying Agent, deliver each Note Certificate so cancelled by it to, or to the order of, the Principal Paying Agents)Agent. (d) If any payment provided for in Clause 5.1 (Issuer to pay Principal Paying Agent and Class Z VFN Registrar) is made late but otherwise in accordance with this Agreement the Paying Agents will nevertheless make such payments in respect of the Notes but shall only be obliged to make the relevant payment on the succeeding Business Day. 6.2 Payments in respect of the Class Z VFN

Payments to Noteholders. 8.1 ‌ 7.1 Payments in respect of Current Issuer Notes: the Notes‌ (a) Each Paying Agent acting through its Specified Office shall make payments of principal and interest and principal in respect of the Current Issuer Notes in accordance with the Current Issuer Conditions and so long as (and, in the Current Issuer case of the Notes are evidenced by a Global Note CertificatesNote, the terms thereof, ) provided however, that: (a) no Paying Agent will make that if any payment of interest or principal in respect of any class of the Current Issuer Notes in an amount which is greater than the amount of interest or principal payable in accordance with the Current Issuer Conditions in respect of such class of Current Issuer Notes and notified to the Paying Agents in accordance with Clause 7.4 (Confirmation of Amounts Payable in respect of the Current Issuer Notes); (b) whilst the Current Issuer Notes of any class continue to be represented by Global Note Certificates, all payments of principal or interest (as the case may be) due in respect of such Current Issuer Notes will be payable to, or to the order of, DTC or its nominee or Euroclear, Clearstream Luxembourg or their nominee; (c) if any Registered Definitive Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable forthwith notify the Current Issuer in writing and (if it is not itself the Principal Paying Agent) the Principal Paying Agent of such presentation or surrender and shall not make payment against the same such presentation or surrender until it is so instructed by the Current Issuer and has received the amount to be so paid;paid.‌ (db) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled by it to the Registrar; (e) all payments in respect of the Current Issuer Notes will be distributed without deduction or withholding for any taxes, duties, assessments or other governmental charges of whatever nature except as and then only to the extent required by applicable law, in which case each Paying Agent shall be entitled to make such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; and (f) a A Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if in respect of the Notes, , if:‌ (i) in the case of the Principal Paying Agent it has not received the full amount of any payment due to it under Clause 7 6.1 (Payments Issuer to pay Principal Paying Agent); or (ii) in the case of each other Paying Agent: (A) it has been notified in accordance with Clause 6.6 (Failure to receive timely payment) that the Principal Paying Agent has not, by the relevant time specified in Clause 6.2 (Xxxxxx and time of payment), received unconditionally the full amount in Sterling required for any payment unless it is subsequently notified that such payment has been received; or (B) it is not able to establish that the Principal Paying Agent has received (whether or not at the due time) the full amount of any payment due to it under Clause 6.1 (Issuer to pay Principal Paying Agent). (c) (Subject to Clause 7.6 (Partial payments), in the case of a partial payment), in the case of payment of principal or interest against presentation of a Global Note, the relevant Paying Agent shall procure that there is endorsed in the Register the amount of such payment and, in the case of payment of principal, the remaining principal amount of the Global Note (which shall be the previous principal amount thereof less the amount of principal then paid) and shall procure the signature of such notation on its behalf. (d) All Notes which are redeemed in full by the Issuer shall be cancelled by the removal of the relevant Noteholder's name from the Register by the Registrar and cancellation of the corresponding Notes (or partial cancellation of the relevant Global Note if the Notes are represented thereby) by the Paying Agents)Agent to which they were surrendered or with which they were deposited.

Payments to Noteholders. 8.1 Payments No payment shall be made with respect to the principal of, or premium, if any, or interest on the Securities by the Issuer (including, but not limited to, the Redemption Price with respect to the Securities to be called for redemption in accordance with Article Eleven or the Repurchase Price with respect to Securities submitted for repurchase in accordance with Article Fifteen, as the case may be, as provided in this Indenture and Additional Amounts, if any, and Liquidated Damages, if any), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Current Section 13.5, if: (i) a default in the payment of principal, premium, interest, rent or other obligations due on any Senior Indebtedness of the Issuer Notes: Each Paying Agent acting through has occurred and is continuing (or, in the case of Senior Indebtedness of the Issuer for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness of the Issuer), unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than a payment default, on Issuer Designated Senior Indebtedness occurs and is continuing that then permits holders of such Issuer Designated Senior Indebtedness to accelerate its Specified Office maturity and the Trustee receives a notice of the default (a "Issuer Payment Blockage Notice") from a Representative of Issuer Designated Senior Indebtedness or the Issuer. If the Trustee receives any Issuer Payment Blockage Notice pursuant to clause (ii) above, no subsequent Issuer Payment Blockage Notice shall make be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Issuer Payment Blockage Notice, and (B) all scheduled payments of principal, premium, if any, and interest on the Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Issuer Payment Blockage Notice to the Trustee (unless such default was waived, cured or otherwise ceased to exist and principal thereafter subsequently reoccurred) shall be, or be made, the basis for a subsequent Issuer Payment Blockage Notice. The Issuer may and shall resume payments on and distributions in respect of the Current Securities upon the earlier of: (1) in the case of a payment default, the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (ii) above, the earlier of the date on which such default is cured or waived or ceases to exist or 179 days after the date on which the applicable Issuer Notes Payment Blockage Notice is received if the maturity of such Issuer Designated Senior Indebtedness has not been accelerated, 101 110 unless this Article Thirteen otherwise prohibits the payment or distribution at the time of such payment or distribution (including without limitation, in the case of default referred to in clause (ii) above, as a result of a payment default with respect to the applicable Senior Indebtedness as a consequence of the acceleration of the maturity thereof or otherwise). Upon any payment by the Issuer, or distribution of assets of the 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 the 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 Senior Indebtedness of the Issuer shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness of the Issuer, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the Current holders of such Senior Indebtedness of the Issuer Conditions before any payment is made on account of the principal of, premium, if any, or interest on the Securities by the Issuer (except payments by the Issuer made pursuant to Article Four from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and so long upon any such dissolution or winding-up or liquidation or reorganization of the Issuer or bankruptcy, insolvency, receivership or other proceeding, any payment by the Issuer, or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee would be entitled, except for the provision of this Article Thirteen, shall (except as aforesaid) be paid by the Current Issuer Notes are evidenced or by Global Note Certificatesany 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 Senior Indebtedness of the Issuer (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness of the Issuer held by such holders, or as otherwise required by law or a court order) or their Representative or Representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness of the Issuer may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness of the Issuer in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness of the Issuer, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness of the Issuer, before any payment or distribution is made to the Holders or to the Trustee. For purposes of this Article Thirteen, the terms thereofwords, "cash, property or securities" shall not be deemed to include shares of stock of the Issuer as reorganized or readjusted, or securities of the Issuer or any other corporation provided howeverfor by a plan of reorganization or readjustment, that: (a) no Paying Agent will make any the payment of interest or principal which is subordinated at least to the extent provided in this Article Thirteen with respect to the Securities to the payment of any class all Senior Indebtedness of the Current Issuer Notes in an amount which is greater than may at the amount of interest or principal payable in accordance with time be outstanding; provided that (i) the Current Issuer Conditions in respect of such class of Current Issuer Notes and notified to the Paying Agents in accordance with Clause 7.4 (Confirmation of Amounts Payable in respect Senior Indebtedness of the Current Issuer Notes); is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (bii) whilst the Current rights of the holders of Senior Indebtedness of the Issuer Notes of any class continue to be represented (other than leases which are not assumed by Global Note Certificatesthe Issuer or the new corporation, all payments of principal or interest (as the case may be) due are not, without the consent of such holders, altered by such reorganization or readjustment. The merger of the Issuer into another corporation or the 102 111 liquidation or dissolution of the 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 Seven shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 13.2 if such other corporation shall, as a part of such merger, conveyance or transfer, comply with the conditions stated in Article Seven. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities in respect of the principal of, premium, if any, or interest on the Securities by the Issuer (including, but not limited to, the Redemption Price with respect to the Securities called for redemption in accordance with Article Eleven or the Repurchase Price with respect to Securities submitted for repurchase in accordance with Article Fifteen as the case may be, as provided in this Indenture and Additional Amounts, if any, and Liquidated Damages, if any), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 13.5, until all Senior Indebtedness of the Issuer has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness of the Issuer or such Current 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 Issuer Notes will shall promptly notify holders of Senior Indebtedness of the Issuer of the acceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the 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 payable toreceived by the Trustee or the Holders of the Securities before all Senior Indebtedness of the Issuer is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness of the Issuer, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtedness of the Issuer, 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 Issuer or their Representative or Representatives, or to the order oftrustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness of the Issuer may have been issued, DTC or its nominee or Euroclearas their respective interests may appear, Clearstream Luxembourg or their nominee; (c) if any Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Issuer in writing of such presentation or surrender and shall not make payment against the same until it is so instructed calculated by the Current Issuer and has received the amount to be so paid; (d) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled by it Issuer, for application to the Registrar; (e) payment of all payments in respect Senior Indebtedness of the Current Issuer Notes will be distributed without deduction or withholding for any taxes, duties, assessments or other governmental charges of whatever nature except as and then only remaining unpaid to the extent required by applicable lawnecessary to pay all Senior Indebtedness of the Issuer in full in cash or other payment satisfactory to the holders of such Senior Indebtedness of the Issuer, after giving effect to any concurrent payment or distribution, or provision therefor, to or for the holders of such Senior Indebtedness of the Issuer. Nothing in which case each Paying Agent this Article Thirteen shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.7. This Section 13.2 shall be entitled to make such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; and (f) a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if it has not received the full amount of any payment due to it under Clause 7 (Payments subject to the Paying Agents)further provisions of Section 13.5 and Section 17.2.