Common use of Payment of Principal and Interest Clause in Contracts

Payment of Principal and Interest. Payments of interest and principal will be made to the Holder at the address of such Holder appearing on the Register (as defined in this Indenture) at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchange.

Payment of Principal and Interest. Payments (a) The Notes shall accrue interest during each Interest Period at the applicable Interest Rate, calculated in accordance with the terms of interest the Notes, and shall be payable from amounts deposited in the Collection Account in accordance with Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) hereof. Interest accrued on the Notes during an Interest Period shall be due and payable on the related Payment Date. (b) The principal of the Notes will be made to due and payable in accordance with Section 5.04(b) of the Holder at Sale and Servicing Agreement or Section 5.04(b) hereof. The principal of the address of such Holder appearing on the Register (Notes shall also be due and payable as defined in this Indenture) at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date”), follows: (i) on the Redemption Date, in an amount equal to the outstanding Note Balance, (ii) on the date of acceleration of the maturity of the Notes pursuant to Section 5.02 in the case amount of Global the outstanding Note Balance and (iii) on the related Final Scheduled Payment Date for any Class of Notes to the extent that the Note Balance of such Class of Notes has not been reduced to zero prior to such date, in an amount equal to the Note Balance of such Class of Notes. (c) Any installment of interest or principal payable with respect to a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note is registered on the related Record Date, by a Paying Agent by wire transfer of immediately available funds to Holders to an the account of any such Noteholder at a bank located within or other entity having appropriate facilities therefor, if such Noteholder shall have provided the United States as designated by each Holder not Indenture Trustee with wiring instructions no less than fifteen calendar days two Business Days prior to the applicable payment date, and related Record Date (ii) which wiring instructions may be in the case form of Certificated Notesa standing order applicable to all subsequent Payment Dates), or otherwise by a Paying Agent by mailing a check mailed to the Holder at the address of such HolderNoteholder as it appears in the Note Register; provided, however, that (a) interest payable with respect to Book-Entry Notes registered on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular applicable Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.) for such Note and the succeeding Interest Payment Date which Definitive Notes have not been issued pursuant to Section 2.12, payment shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect immediately available funds to such Note not less than fifteen calendar days prior Cede & Co., for further credit to the applicable payment dateaccount designated by such Holder. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest The final distribution on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated each Note on any date of Maturity will be made in immediately available funds like manner, but only upon presentation and surrender of such Note at the Corporate Trust Office of the Indenture Trustee or such other location specified office in the notice to Noteholders of any Paying Agent such final distribution. With respect to Book-Entry Notes for which Definitive Notes have not been issued, such notice shall be sent on the Business Day prior to such Payment Date by facsimile, and with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to Definitive Notes, such Paying Agent in time for notice shall be sent not later than three Business Days after such Paying Agent to make such payments in such funds Record Date in accordance with its normal proceduresSection 11.05, and, in each case, shall specify that such final installment shall be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. The Indenture Trustee shall not be liable for any failure to provide notice to the Noteholders as required pursuant to this subsection to the extent it has not received notice of such expected Final Scheduled Payment Date from the Issuer will pay any administrative costs imposed by banks not later than two Business Days after the Record Date. Notices in connection with making payments redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. The funds represented by wire transfer, but any tax, assessment or governmental charge imposed upon payments will such checks returned undelivered shall be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note held in accordance with DTC’s applicable proceduresSection 3.03. The final interest payment on each Class of Notes shall be issued in certificated form in exchange for a Global is due on the date on which the Note only if Balance of that Class of Notes is reduced to zero (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture including any Redemption Date and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Final Scheduled Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole DollarDate). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchange.

Payment of Principal and Interest. Payments (a) Sections 307 and 1001 of the Base Indenture shall apply to the Notes; provided, however, that, with respect to any Noteholder with an aggregate principal amount in excess of $1,000,000, at the application of such Holder in writing to the Security Registrar not later than the relevant record date, accrued and unpaid interest on such Holder’s Notes shall be paid by wire transfer in immediately available funds to such Holder’s account in the United States supplied by such Holder from time to time to the Trustee and principal will be Paying Agent (if different from Trustee); provided further that payment of accrued and unpaid interest made to the Holder at Depositary shall be paid by wire transfer in immediately available funds in accordance with such wire transfer instructions and other procedures provided by the address of such Holder appearing on the Register Depositary from time to time. (b) Except as defined otherwise provided in this Indenture) Section 4.01(b), a Holder of any Notes at the close of business on the 15th calendar day (whether or not a Business Day) prior Record Date shall be entitled to any due date for the payment receive interest on such Note (Notes on the “Regular corresponding Interest Payment Date. A Holder of any Notes as of a Record Date”), (i) in Date that are exchanged after the case close of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days business on such Record Date and prior to the applicable payment date, and (ii) in opening of business on the case corresponding Interest Payment Date shall be entitled to receive interest on the principal amount of Certificated such Notes, by notwithstanding the exchange of such Notes prior to such Interest Payment Date. However, a Paying Agent by mailing Holder that surrenders any Notes for exchange between the close of business on a check Record Date and the opening of business on the corresponding Interest Payment Date shall be required to pay the Company an amount equal to the Holder interest payable by the Company with respect to such Notes on such Interest Payment Date at the address of time such Holder; Holder surrenders such Notes for exchange, provided, however, that this sentence shall not apply to a Holder that exchanges Notes: (ai) interest payable in respect of which the Company has given notice of redemption pursuant to Section 3.03 on any date of Maturity shall be payable a Redemption Date that is after the relevant Record Date and on or prior to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding relevant Interest Payment Date shall be made on Date; or (ii) to the Interest Payment Date following extent of any overdue interest, if any overdue interest exists at the next succeeding Regular Record Date for such Note time of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent exchange with respect to such Note not less than fifteen calendar days Notes; (iii) in connection with a Fundamental Change in which the Company has specified a Fundamental Change Repurchase Date that is after a Record Date and on or prior to the applicable payment datenext Interest Payment Date; or (iv) after the Record Date immediately preceding the Maturity Date. In the event Accordingly, a Holder that payment is so made in accordance with instructions exchanges Notes under any of the Holdercircumstances described in clauses (i), such wire transfer shall (ii), (iii) or (iv) above will not be deemed required to constitute full and complete payment of such principal, premium and/or pay to the Company an amount equal to the interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne payable by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchange.

Payment of Principal and Interest. Payments of interest and principal will be made (a) On each Payment Date prior to the Holder at acceleration of the address maturity of such Holder appearing the Notes following the occurrence of an Event of Default, upon receipt of written instructions from the Servicer pursuant to Section 4.08(b) of the Sale and Servicing Agreement, the Indenture Trustee shall apply Available Funds on deposit in the Register Collection Account to make the following payments and deposits in the following order of priority (as defined except that amounts on deposit in this Indenture) at the close Reserve Fund may not be used to pay expenses of business on parties affiliated with the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date”), Sponsor): (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment dateServicer, the Total Servicing Fee and any Nonrecoverable Advances for the related Collection Period; (ii) in pro rata to (A) the case of Certificated NotesTrustees, by a Paying Agent by mailing a check to the Holder at extent not previously paid pursuant to Section 1.02(b)(i) of the address Administration Agreement, Sections 8.01 and 8.02 of such Holderthe Trust Agreement, Section 6.02 of the Sale and Servicing Agreement or Section 6.07, the Total Trustee Fees for the related Collection Period, plus any overdue Total Trustee Fees for one or more prior Collection Periods and (B) the Asset Representations Reviewer, the Asset Representations Reviewer Fees; provided, however, that the aggregate amount payable pursuant to this clause (aii) interest payable may not exceed $250,000 in any calendar year; (iii) to the Note Payment Account, for payment to the interest-bearing Notes, the Interest Distributable Amount, ratably, for each interest-bearing Class of Notes; (iv) to the Note Payment Account, for payment of principal on the Notes in the priority set forth in Section 2.08(b), the Priority Principal Distributable Amount, if any; (v) to the Reserve Fund, the Reserve Fund Deficiency for such Payment Date, if any; (vi) to the Note Payment Account, for payment of principal on the Notes in the priority set forth in Section 2.08(b), the Regular Principal Distributable Amount, if any; (vii) if a Successor Servicer has been appointed pursuant to Section 7.02 of the Sale and Servicing Agreement, to such Successor Servicer, any Transition Costs due in connection with such transfer of servicing and not paid pursuant to Section 7.01 of the Sale and Servicing Agreement, plus the Additional Servicing Fee, if any, for the related Collection Period; (viii) to the Trustees and the Asset Representations Reviewer, pro rata, the Total Trustee Fees and any amounts due under the Asset Representations Review Agreement, respectively, to the extent that they have not previously been paid as described under clause (ii) above; and (ix) to the Certificateholders, any Excess Collections. Notwithstanding the foregoing, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, all Available Funds shall be deposited into the Note Payment Account and applied in accordance with Section 2.08(f). Any distributions to be made by the Indenture Trustee under the Basic Documents may be made by the Paying Agent. The Reserve Fund Draw Amount shall be used to make the payments described in Section 4.02 of the Sale and Servicing Agreement. If the amount on deposit in the Note Payment Account (including any portion of the Reserve Fund Draw Amount) on any date of Maturity Payment Date is less than the amount described in clause (iii) above for such Payment Date, the Indenture Trustee, either directly or through the Paying Agent, shall be payable pay the available amount to the Person to whom principal shall be payable and (b) the first payment Noteholders of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made each interest-bearing Class of Notes pro rata based on the Interest Distributable Amount payable to such Class on such Payment Date following Date. For purposes of distributions from the next succeeding Regular Record Date for such Note Reserve Fund pursuant to Section 4.02(d) of the Holder. For Sale and Servicing Agreement, any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions portion of the Holder, such wire transfer Priority Principal Distributable Amount and the Regular Principal Distributable Amount shall be deemed to constitute full be due and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note payable on any date Payment Date on which funds sufficient to pay such portion would be available to make such payment from funds withdrawn from the Reserve Fund and distributed with the priorities set forth in accordance with this Section 2.08(a). For the avoidance of Maturity will doubt, the First Priority Principal Distributable Amount and the Regular Principal Distributable Amount, or any portion thereof, shall not be made due (other than in immediately accordance with Section 2.08(c) or Section 2.08(f)) unless amounts are actually available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with Section 2.08(a). Additionally, any portion of the First Priority Principal Distributable Amount and the Regular Principal Distributable Amount shall be deemed to be due and payable on any date where the Servicer elects to exercise its normal proceduresOptional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01. The Issuer will pay If on any administrative costs imposed by banks Payment Date, the aggregate amount on deposit in connection with making payments by wire transferthe Collection Account and the Reserve Fund equals or exceeds the Note Balance of all Notes Outstanding as of the last day of the related Collection Period, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything accrued and unpaid interest thereon and all amounts due to the contrary Servicer, the Trustees and the Asset Representations Reviewer, the Servicer shall provide written notification thereof to the Indenture Trustee and shall direct the Indenture Trustee to apply all such amounts to retire the Notes and to pay all such amounts due to the Servicer (provided that amounts on deposit in this Article 2, the Reserve Fund may not be used to pay such amounts if the Note Servicer is a Global Note deposited affiliated with a custodian for, the Sponsor) and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made Trustees in accordance with the provisions of this Indenture and the applicable procedures Section. (b) The principal of DTC. PIK Interest will each Note shall be payable in installments on each Payment Date in an aggregate amount (xunless the Notes have been declared immediately due and payable following an Event of Default) with respect for all Classes of Notes equal to Notes represented by one the Aggregate Principal Distributable Amount. On each Payment Date, upon receipt of instructions from the Servicer pursuant to Section 4.08(b) of the Sale and Servicing Agreement and subject to Section 2.08(f), the Indenture Trustee shall either directly or more Global Notes registered through a Paying Agent apply or cause to be applied the amount on deposit in the name ofNote Payment Account on such Payment Date in respect of the Aggregate Principal Distributable Amount, or held byto make the following payments in the following order of priority: (i) to the Class A‑1 Notes, DTC or its nominee on the relevant record date, by increasing until the principal amount of the outstanding Global Note by an amount equal Class A‑1 Notes has been paid in full; (ii) to the Class A‑2 Notes, until the principal amount of the PIK Class A‑2 Notes has been paid in full; (iii) to the Class A‑3 Notes, until the principal amounts of the Class A‑3 Notes have been paid in full; and (iv) to the Class A‑4 Notes, until the principal amounts of the Class A‑4 Notes have been paid in full. (c) The unpaid principal amount, to the extent not previously paid, of the (i) Class A‑1 Notes shall be due and payable on the Class A‑1 Final Scheduled Payment Date, (ii) Class A‑2 Notes shall be due and payable on the Class A‑2 Final Scheduled Payment Date, (iii) Class A‑3 Notes shall be due and payable on the Class A‑3 Final Scheduled Payment Date and (iv) Class A‑4 Notes shall be due and payable on the Class A‑4 Final Scheduled Payment Date. (d) Each Class of Notes (other than the Class A-1 Notes) shall accrue interest during each Interest Period at the related Interest Rate, and such interest shall be due and payable on each Payment Date. Interest on the Class A-2 Notes, the Class A‑3 Notes and the Class A-4 Notes shall be calculated on the basis of a 360‑day year of twelve 30‑day months. Notwithstanding any other provision hereof, no Interest Rate may exceed the maximum rate permitted by Applicable Law. Subject to Section 3.01, any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the related Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date; provided, however, that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, and except for the applicable Interest Period final installment of principal payable with respect to such Note on a Payment Date or on the related Final Scheduled Payment Date (rounded up and except for the Redemption Price for any Note called for redemption in whole pursuant to the nearest whole DollarSection 10.01), which shall be payable as provided herein. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (e) (it being understood that subsequent All principal and interest payments on a Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. Except as otherwise provided herein, the Indenture Trustee shall, before the Payment Date on which the Issuer expects to pay the final installment of principal of and interest on any Note, notify the Holder of such Note as of the related Record Date of such final installment. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment shall be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (f) Notwithstanding the foregoing, the unpaid principal amount of the Notes shall be calculated based due and payable, to the extent not previously paid, on such increased principal amount) the date on which an Event of Default shall have occurred and (y) with respect be continuing, if the Indenture Trustee or the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes have declared the Notes to Notes represented by Certificated be immediately due and payable in the manner provided in Section 5.02(a). On each Payment Date following acceleration of the Notes, by issuing additional Certificated Notes upon receipt of instructions from the Servicer pursuant to Section 4.08(b) of the Sale and Servicing Agreement, the Indenture Trustee or the Paying Agent shall deposit all Available Funds into the Note Payment Account and shall apply or cause to be applied all such amounts to make the following payments and deposits in the following order of priority (“PIK Notes”except that amounts on deposit in the Reserve Fund may not be used to pay expenses of parties affiliated with the Sponsor): (i) in certificated form to the Servicer, the Total Servicing Fee and any Nonrecoverable Advances for the related Collection Period; (ii) to the Trustees and the Asset Representations Reviewer, pro rata, the Total Trustee Fees, and the Asset Representations Reviewer Fees, respectively, without limitation; (iii) to the Holders of the underlying Notes in an aggregate principal amount equal interest-bearing Notes, the Interest Distributable Amount for each interest-bearing Class of Notes; (iv) to the amount Class A-1 Noteholders, payments of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in principal until the principal amount of the outstanding Global Class A-1 Notes as a result has been paid in full; (v) to the Holders of a PIK Paymentthe Class A-2 Notes, the Global Class A-3 Notes will bear interest and the Class A-4 Notes, pro rata based on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of each such Class of Notes as of such Payment Date, payments of principal until the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include each such Class of Notes has been paid in full; (vi) if a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued Successor Servicer has been appointed pursuant to a PIK Payment will mature on Section 7.02 of the Stated Maturity Date Sale and will be governed byServicing Agreement, to such Successor Servicer, any Transition Costs due in connection with such transfer of servicing and subject not paid pursuant to Section 7.01 of the Sale and Servicing Agreement plus the Additional Servicing Fee, if any, for the related Collection Period; and (vii) to the termsCertificateholders, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangeExcess Collections.

Payment of Principal and Interest. Payments (a) Sections 307 and 1001 of the Base Indenture shall apply to the Notes; provided, however, that, with respect to any Noteholder with an aggregate principal amount in excess of $1,000,000, at the application of such Holder in writing to the Security Registrar not later than the relevant record date, accrued and unpaid interest on such Holder’s Notes shall be paid by wire transfer in immediately available funds to such Holder’s account in the United States supplied by such Holder from time to time to the Trustee and principal will be Paying Agent (if different from Trustee); provided further that payment of accrued and unpaid interest made to the Holder at Depositary shall be paid by wire transfer in immediately available funds in accordance with such wire transfer instructions and other procedures provided by the address of such Holder appearing on the Register Depositary from time to time. (b) Except as defined otherwise provided in this Indenture) Section 4.01(b), a Holder of any Notes at the close of business on the 15th calendar day (whether or not a Business Day) prior Record Date shall be entitled to any due date for the payment receive interest on such Note (Notes on the “Regular corresponding Interest Payment Date. A Holder of any Notes as of a Record Date”), (i) in Date that are exchanged after the case close of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days business on such Record Date and prior to the applicable payment date, and (ii) in opening of business on the case corresponding Interest Payment Date shall be entitled to receive interest on the principal amount of Certificated such Notes, by notwithstanding the exchange of such Notes prior to such Interest Payment Date. However, a Paying Agent by mailing Holder that surrenders any Notes for exchange between the close of business on a check Record Date and the opening of business on the corresponding Interest Payment Date shall be required to pay the Company an amount equal to the Holder interest payable by the Company with respect to such Notes on such Interest Payment Date at the address of time such Holder; Holder surrenders such Notes for exchange, provided, however, that this sentence shall not apply to a Holder that exchanges Notes: (ai) interest payable in respect of which the Company has given notice of redemption pursuant to Section 3.03 on any date of Maturity shall be payable a Redemption Date that is after the relevant Record Date and on or prior to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding relevant Interest Payment Date shall be made on Date; or (ii) to the Interest Payment Date following extent of any overdue interest, if any overdue interest exists at the next succeeding Regular Record Date for such Note time of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent exchange with respect to such Note not less than fifteen calendar days Notes; (iii) in connection with a Fundamental Change in which the Company has specified a Fundamental Change Repurchase Date that is after a Record Date and on or prior to the applicable payment datenext Interest Payment Date; or (iv) after 5:00 p.m., New York City time on the Record Date immediately preceding the Maturity Date. In the event Accordingly, a Holder that payment is so made in accordance with instructions exchanges Notes under any of the Holdercircumstances described in clauses (i), such wire transfer shall (ii), (iii) or (iv) above will not be deemed required to constitute full and complete payment of such principal, premium and/or pay to the Company an amount equal to the interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne payable by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchange.

Payment of Principal and Interest. Payments of The Borrowers shall pay principal and interest and principal will be made to the Holder at the address of such Holder appearing on the Register (Advances as defined in this Indenture) at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that follows: (a) 100% of the then outstanding principal amount of each Advance, together with all accrued and unpaid interest payable on any date of Maturity thereon, shall be payable on the Final Maturity Date. (b) Interest shall accrue at a rate equal to the Person to whom Interest Rate on the unpaid principal amount of each Advance from the date of such Advance until such principal amount is paid in full. (c) Accrued interest shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of in arrears on each Payment Date. Accrued interest related to any Paying Agent with respect Advances being prepaid pursuant to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent Section 2.05 shall also be payable in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments arrears on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made Payment Date in accordance with the provisions terms of this Indenture and the applicable procedures of DTC. PIK Interest will be payable preceding sentence in connection with any such prepayment; provided that (x) with respect to Notes represented by one or more Global Notes registered any prepayment in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount full of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent Advances outstanding, accrued interest payments on the Notes shall be calculated based on such increased principal amount) amount through the date of prepayment may be payable on such date or as otherwise agreed to between the Lender and the Borrowers and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders any partial prepayment of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record dateAdvances outstanding, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear accrued interest on such increased principal amount from and after through the Interest date of prepayment shall be payable on the Payment Date following such prepayment (or on such date of prepayment if requested in respect of which such PIK Payment was made. Any PIK Notes issued writing by the Lender). (d) Subject in certificated form will be dated as all cases to Section 2.04(f), the obligation of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made Borrowers to Holders shall applypay the Obligations, on a dollar-for-dollar basis, including the obligation of the Borrowers to reduce pay the Lender the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note Advances and accrued interest thereon, shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms hereof (including Section 2.10), under any and all circumstances and irrespective of this Indenture shall be recorded. All Notes issued pursuant any setoff, counterclaim or defense to payment which the Borrowers or any other Person may have or have had against the Lender or any other Person. (e) As a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject condition to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity of and interest on any Advance without the Notesimposition of withholding tax, the Issuer Borrowers or the Guarantors, as applicable, will pay Lender may require certification acceptable to it to enable the Defaulted Interest (as defined below) in accordance Borrowers and the Lender to determine their duties and liabilities with the procedures set forth below respect to any taxes or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as other charges that they may be required to deduct or withhold from payments in respect of such Advance under any present or future law or regulation of the United States and any other applicable jurisdiction, or any present or future law or regulation of any political subdivision thereof or taxing authority therein or to comply with any reporting or other requirements under any such law or regulation. (f) Notwithstanding any other provision of this Agreement, the obligations of the Borrowers under this Agreement are limited recourse obligations of the Borrowers. No recourse shall be had against any officer, director, employee, shareholder, beneficiary, Affiliate, member, manager, agent, partner, principal or incorporator of the Borrowers or their respective successors or assigns for any amounts payable under this Agreement. It is understood that the foregoing provisions of this clause (f) shall not (i) prevent recourse to the Borrowers or the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral or (ii) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by this Agreement. It is further understood that the foregoing provisions of this clause (f) shall not limit the right of any Person to name any Borrower as a party defendant in any proceeding or in the exercise of any other remedy under this Agreement, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against such exchangeBorrower.

Payment of Principal and Interest. Payments The Borrower shall pay principal and Interest on the Advances as follows: (a) 100% of interest the outstanding principal amount of each Advance, together with all accrued and unpaid Interest thereon, shall be payable on the Final Maturity Date. (b) Interest shall accrue on the unpaid principal will amount of each Advance at the applicable Interest Rate from the date of such Advance until such principal amount is paid in full. The Administrative Agent shall determine the unpaid Interest and Commitment Fees payable thereto prior to each Payment Date (using the applicable Interest Rate for each day during the related Interest Accrual Period) to be made paid by the Borrower with respect to each Advance on each Payment Date for the related Interest Accrual Period and shall advise the Collateral Manager and the Collateral Administrator thereof on the sixth Business Day prior to such Payment Date. The Administrative Agent shall send a consolidated invoice of all such Interest and Commitment Fees to the Holder at the address of such Holder appearing Borrower on the Register Business Day following the Administrative Agent’s receipt of all such information from the Lenders. (as defined c) Accrued Interest on each Advance shall be payable in this Indenturearrears (x) at on each Payment Date, and (y) in connection with any prepayment in full of the close of business on the 15th calendar day (whether or not a Business Day) prior Advances pursuant to any due date for the payment on such Note (the “Regular Record Date”Section 2.05(a), ; provided that (i) with respect to any prepayment in full of the case Advances outstanding, accrued Interest on such amount to but excluding the date of Global Notes, by a Paying Agent by wire transfer of immediately available funds prepayment may be payable on such date or as otherwise agreed to Holders to an account at a bank located within between the United States as designated by each Holder not less than fifteen calendar days prior to Lenders and the applicable payment date, Borrower and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note partial prepayment of the Advances outstanding, accrued Interest on any such amount to but excluding the date of Maturity will prepayment shall be made payable following such prepayment on the applicable Payment Date for the Collection Period in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything prepayment occurred. (d) Subject in all cases to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”Section 2.04(f), principal and interest payments on the Note will be made to DTC, as the Registered Holder obligation of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies Borrower to pay the Issuer that it is unwilling or unable to continue as depositary for such Global NoteObligations, or DTC ceases to be a “clearing agency” registered under including the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount obligation of the outstanding Global Note by an amount equal Borrower to pay the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce Lenders the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note Advances and accrued interest thereon, shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms hereof (including Section 2.14), under any and all circumstances and irrespective of this Indenture shall be recorded. All Notes issued pursuant any setoff, counterclaim or defense to payment which the Borrower or any other Person may have or have had against any Secured Party or any other Person. (e) As a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject condition to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity of and Interest on any Advance without the Notesimposition of withholding tax, the Issuer Borrower or either Agent may require certification acceptable to it to enable the GuarantorsBorrower and the Agents to determine their duties and liabilities with respect to any taxes or other charges that they may be required to deduct or withhold from payments in respect of such Advance under any present or future law or regulation of the United States and any other applicable jurisdiction, as applicableor any present or future law or regulation of any political subdivision thereof or taxing authority therein or to comply with any reporting or other requirements under any such law or regulation. (f) Notwithstanding any other provision of this Agreement, will pay the Defaulted Interest (as defined below) obligations of the Borrower under this Agreement are limited recourse obligations of the Borrower payable solely from the Collateral and, following realization of the Collateral, and application of the proceeds thereof in accordance with the procedures set forth below Priority of Payments and, subject to Section 2.12, all obligations of and any claims against the Borrower hereunder or in connection herewith after such realization shall be extinguished and shall not thereafter revive. No recourse shall be had against any lawful manner officer, director, employee, shareholder, Affiliate, member, manager, agent, partner, principal or incorporator of the Borrower or their respective successors or assigns for any amounts payable under this Agreement. It is understood that the foregoing provisions of this clause (f) shall not inconsistent with (i) prevent recourse to the requirements Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral or (ii) constitute a waiver, release or discharge of any stock exchange on which indebtedness or obligation evidenced by this Agreement until such Collateral has been realized. It is further understood that the Notes may foregoing provisions of this clause (f) shall not limit the right of any Person to name the Borrower as a party defendant in any proceeding or in the exercise of any other remedy under this Agreement, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be listed, and upon such notice as may be required by such exchangeasked for or (if obtained) enforced against the Borrower.

Payment of Principal and Interest. Payments The Notes shall accrue interest during each Interest Period at the applicable Interest Rate, calculated in accordance with the terms of interest the Notes, and shall be payable from amounts deposited in the Collection Account in accordance with Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) hereof. Interest accrued on the Notes during an Interest Period shall be due and payable on the related Payment Date. (a) The principal of the Notes will be made to due and payable in accordance with Section 5.04(b) of the Holder at Sale and Servicing Agreement or Section 5.04(b) hereof. The principal of the address of such Holder appearing on the Register (Notes shall also be due and payable as defined in this Indenture) at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date”), follows: (i) on the Redemption Date, in an amount equal to the outstanding Note Balance, (ii) on the date of acceleration of the maturity of the Notes pursuant to Section 5.02 in the case amount of Global the outstanding Note Balance and (iii) to the extent any Class of Notes remain and have not been paid prior to such date, on the related Final Scheduled Payment Date for such Class of Notes in an amount equal to the outstanding Note Balance of such Class of Notes. (b) Any installment of interest or principal payable with respect to a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note is registered on the Record Date, by a Paying Agent by wire transfer of immediately available funds to Holders to an the account of any such Noteholder at a bank located within or other entity having appropriate facilities therefor, if such Noteholder shall have provided the United States as designated by each Holder not Indenture Trustee with wiring instructions no less than fifteen calendar days two (2) Business Days prior to the applicable payment date, and related Record Date (ii) which wiring instructions may be in the case form of Certificated Notesa standing order applicable to all subsequent Payment Dates), or otherwise by a Paying Agent by mailing a check mailed to the Holder at the address of such HolderNoteholder as it appears in the Register; provided, however, that (a) interest payable with respect to Book-Entry Notes registered on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular applicable Record Date in the name of the nominee of the Depository (initially, such nominee to be Cede & Co.) for such Note and the succeeding Interest Payment Date which Definitive Notes have not been issued pursuant to Section 2.13, payment shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect immediately available funds to such Note not less than fifteen calendar days prior Cede & Co., for further credit to the applicable payment dateaccount designated by such Holder. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest The final distribution on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated each Note on any date of Maturity will be made in immediately available funds like manner, but only upon presentation and surrender of such Note at the Corporate Trust Office or such other location specified office in the notice to Noteholders of any Paying Agent such final distribution. With respect to Book-Entry Notes for which Definitive Notes have not been issued, such notice shall be sent on the Business Day prior to such Payment Date by facsimile, and with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to Definitive Notes, such Paying Agent in time for notice shall be sent not later than three (3) Business Days after such Paying Agent to make such payments in such funds Record Date in accordance with its normal proceduresSection 11.05, and, in each case, shall specify that such final installment shall be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. The Indenture Trustee shall not be liable for any failure to provide notice to the Noteholders as required pursuant to this Section 2.07(b) to the extent it has not received notice of such expected Final Scheduled Payment Date from the Issuer will pay any administrative costs imposed by banks not later than two (2) Business Days after the Record Date. Notices in connection with making payments redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. The funds represented by wire transfer, but any tax, assessment or governmental charge imposed upon payments will such checks returned undelivered shall be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note held in accordance with DTC’s applicable proceduresSection 3.03. The final interest payment on each Class of Notes shall be issued in certificated form in exchange for a Global is due on the date on which the Note only if Balance of that Class of Notes is reduced to zero (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture including any Redemption Date and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Final Scheduled Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole DollarDate). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchange.

Payment of Principal and Interest. Payments (a) The principal of each Series of Notes shall be payable at the times and in the amounts set forth in the related Series Supplement and in accordance with Section 8.1. (b) Each Series of Notes shall accrue interest as provided in the related Series Supplement and such interest shall be payable at the times and in the amounts set forth in the related Series Supplement and in accordance with Section 8.1. (c) Any installment of interest and principal will or principal, if any, payable on any Note which is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be made paid to the Holder at the address of Person in whose name such Holder appearing on the Register (as defined in this Indenture) Note is registered at the close of business on any Record Date with respect to a Payment Date for such Note and such Person shall be entitled to receive the 15th calendar day (whether or not a Business Day) prior to any due date for the payment principal and interest payable on such Payment Date notwithstanding the cancellation of such Note (the “Regular upon any registration of transfer, exchange or substitution of such Note subsequent to such Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of in immediately available funds to Holders to an the account at a bank located within the United States as designated by each the Holder not less than fifteen calendar days prior of such Note, except that, unless Definitive Notes have been issued pursuant to Section 2.18, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Date or on the Legal Final Payment Date for the applicable payment date, Class of Notes (and (iiexcept for the Redemption Price for any Note called for redemption pursuant to Section 14.1) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity which shall be payable as provided herein; except that, any interest payable at maturity shall be paid to the Person to whom the principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangepayable.

Payment of Principal and Interest. Payments of interest (a) The Issuer hereby authorizes and principal will directs the Trustee to make or cause to be made payment, from funds available in the Payment Account and any other funds made available to the Holder at Trustee for such purpose, of the address principal of such Holder appearing and any interest on the Register (Notes as defined set forth in this Indenture. (b) Any interest payable on a Payment Date shall be paid to the Person who was the Holder thereof at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date for such Payment Date”); PROVIDED, (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, howeverHOWEVER, that (a) interest payable on any date the Maturity Date of Maturity the Notes shall be payable to the Person to whom principal shall be payable. Payments of principal of the Notes shall be payable and on the Maturity Date against surrender thereof at the Corporate Trust Office, at such other office as the Issuer may have designated for this purpose pursuant to Section 10.2, or at the offices of the Fiscal Agent, if any. (bc) So long as the first payment Notes are held through the Depositary's book-entry system, payments of interest and principal on the Notes will be made, subject to applicable laws and regulations, by wire transfer from the Trustee to the Depositary and will be forwarded to beneficial owners in accordance with the payment procedures of the Depositary and the Agent Members thereof. If any Note originally issued between a Regular Record Date for such Note and is not held through the succeeding Interest Payment Date Depositary, payments of principal with respect to the Notes shall be made on the Interest Maturity Date upon surrender of such Notes and payments of any interest on such Notes shall be made on the applicable Payment Date following Date, in accordance with the next succeeding Regular Record Date foregoing and subject to applicable laws and regulations, by check mailed on or before the due date for such Note payment to the Person entitled thereto at such Person's address appearing on the Register, or, in the case of payments of principal on the Maturity Date, to such other address as the Holder shall provide in writing at the time of such surrender (or, in the case of a Holder that provides the Trustee with wire instructions and complies with any other reasonable requirements of the Holder. For any Certificated NoteTrustee or Fiscal Agent, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment if any, by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note account as such Holder shall designate by written instruction received by the Trustee or Fiscal Agent not less than fifteen calendar days five (5) Business Days prior to the Regular Record Date). (d) If any Note is not paid in full on or before the Maturity Date, the unpaid principal and accrued interest and other amounts then due shall bear interest at a rate per annum ("DEFAULT RATE") equal to the lesser of (i) four percent (4.0%) in excess of the Base Interest Rate, or (ii) the maximum rate of interest, if any, which may be charged or collected from Issuer under applicable payment datelaw. In the event that any payment due on a Payment Date has not been provided for in full (including by deposit in the Collection Account) by the Issuer on or before the second Business Day prior to the date that such payment is so made in accordance with instructions due (as such due date may be extended by the applicable grace period, if any), interest at the Default Rate shall accrue on the unpaid amount and on the principal balance of the HolderOutstanding Notes until the earlier of the Maturity Date and the date when full payment is received. (e) At the Maturity Date of the Notes, the Trustee shall pay the principal amount of each Note, and any unpaid interest thereon in immediately available funds from funds in the Payment Account as promptly as possible after presentation to the Trustee of such Note but shall initiate such payment no later than 3:00 p.m. (New York time) on the day of such presentation, PROVIDED that such presentation has been made no later than 11:00 a.m. (New York time). If presentation is made after 11:00 a.m. (New York time) on any day, such wire transfer presentation shall be deemed to constitute full have been made not later than 11:00 a.m. (New York time) on the immediately succeeding Business Day. (f) In the event that a Note is not presented for payment by 11:00 a.m. (New York time) on the Maturity Date, the Trustee shall transfer any principal thereof and complete interest thereon to the Holdover Account. If the Holder of such Note shall present such Note to the Trustee within two (2) years after the Maturity Date, the Trustee shall pay such Note from funds in the Holdover Account. In no event (other than following a default by the Issuer) shall such Note earn interest after the Maturity Date. If such Note is not presented for payment within two (2) years after the Maturity Date, the Trustee shall not honor a demand for payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds Trustee shall act in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders Section 6.15 in respect of the unclaimed funds in the Holdover Account in respect of such Note. (g) If at 4:00 p.m. (New York time) of any day beginning on the Maturity Date, any funds remaining in the Payment Account after (i) the payment of each Note which is presented by 11:00 a.m. (New York time) for payment on such payments are made unless otherwise provided herein. Notwithstanding anything date and (ii) the transfer of funds to the contrary in this Article 2, if the Holdover Account pursuant to Section 3.11(f) for each Note which is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company not presented for payment on such date (“DTC”or is presented after 11:00 a.m. (New York time) on such date), principal and interest payments on then such remaining funds shall be transferred by the Note will be made Trustee to DTC, as the Registered Holder of the Note Issuer in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed written wire transfer instructions given by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangeTrustee.

Payment of Principal and Interest. Payments (a) The Notes shall accrue interest as provided in the forms of the Class A-1 Note and the Class A-2 Note, set forth in Exhibits D and E, respectively, and such interest shall be payable on each Distribution Date as specified therein. Any installment of interest and principal or principal, if any, payable on any Note which is punctually paid or duly provided for by Issuer on the applicable Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date, by check mailed first-class, postage prepaid, to such Person's address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the Holder at account designated by such nominee and except for the address final installment of principal payable with respect to such Note on a Distribution Date or on the Final Scheduled Distribution Date (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.1(a)) which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.3. (b) The principal of each Note shall be payable on each Distribution Date as provided in the forms of the Class A-1 Note and the Class A-2 Note, set forth in Exhibits D and E, respectively. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the date on which an Event of Default shall have occurred and be continuing, if Indenture Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes have declared the Notes to be immediately due and payable in the manner provided in Section 5.2 and, in such event, all principal payments on each class of Notes shall be made pro rata to the Noteholders of such Holder appearing on class entitled thereto. Indenture Trustee shall notify the Register (as defined Person in this Indenture) whose name a Note is registered at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for Record Date preceding the payment Distribution Date on which Issuer expects that the final installment of principal of and interest on such Note (the “Regular Record Date”), (i) in the case of Global Notes, will be paid. Such notice shall be mailed or transmitted by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days facsimile prior to the applicable payment date, such final Distribution Date and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of shall specify that such Holder; provided, however, that (a) interest payable on any date of Maturity shall final installment will be payable to the Person to whom principal shall be payable only upon presentation and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at and shall specify the specified office place where such Note may be presented and surrendered for payment of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal proceduresinstallment. The Issuer will pay any administrative costs imposed by banks Notices in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect redemptions of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable mailed to continue Noteholders as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangeSection 10.2.

Payment of Principal and Interest. Payments (a) Upon the occurrence of an Indenture Event of Default unless waived by the Required Noteholders, amounts received in respect of the Collateral will be applied on each Payment Date to the payment of the Notes in accordance with the priority of payments set forth in Section 6.1(e) of this Indenture; provided, however, that on the Payment Date following a Sale amounts received in respect of the Collateral will be applied to the payment of the Notes in accordance with the priority of payments set forth in Section 9.6(d) of this Indenture. (b) Interest on each Class of Notes will accrue during each Interest Accrual Period on the Note Balance of each such Class plus the Interest Shortfall and Basis Risk Shortfall Amount for such Class, each as of the preceding Payment Date, at a per annum rate equal to the Note Rate applicable to such Class, commencing on the Closing Date. (c) The Indenture Trustee will pay the Interest Payment Amount applicable to each Class of Notes from funds available therefor in the Payment Account pro rata to the Holders of the Notes of such Class in accordance with the priority of payments set forth in Section 6.1(d) or Section 6.1(e), as applicable. The Interest Payment Amount will be payable on each Payment Date to the Holders of the Notes as of the close of business on the related Record Date and ending on the Final Stated Maturity Date (or any Payment Date on which the Notes shall be redeemed in whole). In the event that the Indenture Trustee receives funds in an amount less than the Interest Payment Amount, additional interest on the Interest Shortfall Amount shall accrue at the applicable Note Rate. The Interest Shortfall Amount shall be paid to the Noteholders in accordance with the priority of payments set forth in Section 6.1(d) or Section 6.1(e), as applicable. In the event that any Basis Risk Shortfall Amount exists for any Payment Date, additional interest on such Basis Risk Shortfall Amount shall accrue at the applicable Note Rate. The Basis Risk Shortfall Amount shall be paid to the Noteholders in accordance with the priority of payments set forth in Section 6.1(e). (d) [Reserved]. (e) If the Issuer defaults in the payment of interest and principal will be made on any Note, such interest, to the Holder extent paid on any date that is more than five (5) Business Days after the applicable due date, shall cease to be payable to the Persons who were Noteholders on the applicable Record Date, and the Issuer shall pay the defaulted interest in any lawful manner, plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Noteholders on a subsequent special record date which date shall be at least five (5) Business Days prior to the payment date, at the address rate provided in this Indenture and in such Note. The Issuer shall fix or cause to be fixed each such special record date and payment date, and at least fifteen (15) days before the special record date, the Issuer (or the Indenture Trustee, in the name of and at the expense of the Issuer) shall mail to Noteholders a notice that states the special record date, the related payment date and the amount of such Holder appearing on interest to be paid. (f) Except as provided in the Register (as defined following sentence, the Person in this Indenture) whose name any Note is registered at the close of business on the 15th calendar day (whether or not any Record Date with respect to a Business Day) prior to any due date Payment Date for the payment on such Note (shall be entitled to receive the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, principal and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on such Payment Date notwithstanding the cancellation of such Note upon any date registration of Maturity transfer, exchange or substitution of such Note subsequent to such Record Date. Any interest payable at maturity shall be payable paid to the Person to whom the principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangepayable.

Payment of Principal and Interest. Payments (a) The Issuer covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay or cause to be paid the principal of, and interest on, each of the Securities of such series at the place or places, at the respective times and in the manner provided in such Securities. The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal on each series of Securities at the rate specified in the terms of such series of Securities to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and principal will be made (without regard to the Holder at the address of such Holder appearing on the Register (as defined in this Indentureany applicable grace period) at the close same rate to the extent lawful. Unless otherwise provided in the Securities of business any series, not later than 10:00 A.M. (New York City time) on the 15th calendar day (whether or not a Business Day) prior to any due date of any principal of or interest on any Securities, the Issuer will deposit with the Trustee (or paying agent) money in immediately available funds sufficient to pay such amounts, provided that if the Issuer or any affiliate of the Issuer is acting as paying agent, it will, on or before each due date, segregate and hold in a separate trust fund for the payment on benefit of the Holders a sum of money sufficient to pay such Note (the “Regular Record Date”), (i) amounts until paid to such Holders or otherwise disposed of as provided in the Indenture. In each case the Issuer will promptly notify the Trustee of its compliance with this paragraph. (b) An installment of principal or interest will be considered paid on the date due if the Trustee (or paying agent, other than the Issuer or any affiliate of the Issuer) holds on that date money designated for and sufficient to pay the installment. If the Issuer or any affiliate of the Issuer acts as paying agent, an installment of principal or interest will be considered paid on the due date only if paid to the Holders. (c) Payments in respect of the Securities represented by the Global Notes, by a Paying Agent Security are to be made by wire transfer of immediately available funds to Holders the accounts specified by the Holder of the Global Security. With respect to an account at a bank located within certificated Securities, the United States as designated Issuer will make all payments by each Holder not less than fifteen calendar days prior wire transfer of immediately available funds to the applicable payment dateaccounts specified by the Holders thereof or, and (ii) in the case of Certificated Notesif no such account is specified, by a Paying Agent by mailing a check to the Holder at the address of such each Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and ’s registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangeaddress.

Payment of Principal and Interest. Payments (a) Each Class of Notes shall accrue interest at the Interest Rate as set forth in the Sale and Servicing Agreement, and such interest shall be payable on each Payment Date, subject to Section 3.01. All interest payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. Any installment of interest or principal payable on any Note shall be paid on the applicable Payment Date to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date or, upon written request made to the Indenture Trustee at least five Business Days prior to the related Record Date, by the Holder of a Note by wire transfer in immediately available funds to an account specified in the request and principal at the expense of such Noteholder, except that, unless Definitive Notes have been issued pursuant to Section 2.11, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the Holder at account designated by such nominee, except for the address final installment of principal payable with respect to such Note on a Payment Date or on the applicable Maturity Date for such Class of Notes (and except for the Redemption Price for any Note being redeemed pursuant to Section 10.01 hereof), which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. The principal of each Note shall be payable in installments on each Payment Date as provided in the Sale and Servicing Agreement and in the forms of the Notes set forth in Exhibit A hereto. Notwithstanding the foregoing, the entire unpaid principal amount of a Class of Notes, shall be due and payable, if not previously paid, on the earlier of (i) the applicable Maturity Date, (ii) the applicable Redemption Date following an Optional Redemption pursuant to Section 7.2 of the Sale and Servicing Agreement, or (iii) the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or the Majority Controlling Class Noteholders shall have declared the Notes to be immediately due and payable in the manner provided in Section 5.02 hereof. On each Payment Date, all principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Holder appearing Class entitled thereto based on their respective Note Principal Balances immediately prior to such Payment Date. The Indenture Trustee shall notify the Register (as defined Person in this Indenture) whose name a Note is registered at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for Record Date preceding the payment Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note (the “Regular Record Date”), (i) in the case of Global Notes, will be paid. Such notice shall be mailed or transmitted by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days facsimile prior to the applicable payment date, such final Payment Date and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of shall specify that such Holder; provided, however, that (a) interest payable on any date of Maturity shall final installment will be payable to the Person to whom principal shall be payable only upon presentation and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at and shall specify the specified office place where such Note may be presented and surrendered for payment of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal proceduresinstallment. The Issuer will pay any administrative costs imposed by banks Notices in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect redemptions of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable mailed to continue Noteholders as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangeSection 10.02 hereof.

Payment of Principal and Interest. Payments (a) Subject to Section 4 below, interest will accrue at the Applicable Rate on the outstanding Principal commencing on the date of interest this promissory note (this “Promissory Note”) and principal will be made to the Holder at the address of such Holder appearing compounded annually. (b) Interest will be computed on the Register basis of a 360-day year and paid for actual days elapsed. (as defined in this Indenturec) at the close of business This Promissory Note will mature and all Principal then unpaid will be due and payable, together with all interest accrued thereon and unpaid, on the 15th calendar day (whether or not a Business Day) prior to any due seventh anniversary of the date for the payment on such Note hereof (the “Regular Record Maturity Date”), (i) in ; provided that the case Maturity Date may be extended by the Borrower to the fourteenth anniversary of Global Notes, the date hereof by a Paying Agent by wire transfer of immediately available funds providing written notice thereof to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days Lender on or prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, date that (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days is six months prior to the applicable payment date. In the event that payment is so made in accordance with instructions seventh anniversary of the Holderdate hereof. (d) All repayments, such wire transfer shall be deemed to constitute full prepayments and complete payment payments of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, Principal and interest due with respect to any Certificated this Promissory Note on any date of Maturity will be made by the Borrower in U.S. dollars in immediately available funds upon surrender of to the account identified by the Lender to the Borrower in writing or to any other account as directed by the Lender by notice to the Borrower in accordance with this Promissory Note (such Note at account the specified office of “Payment Account”) and any Paying Agent with respect such repayment, prepayment and payment to that Note and accompanied the Payment Account by wire transfer instructionsthe Borrower shall constitute repayment, prepayment or payment to the Lender for all purposes hereunder; provided that the Certificated Borrower shall be entitled to deduct and withhold (or cause to be deducted and withheld) from any amounts payable pursuant to this Promissory Note is presented such amounts as are required or permitted to be deducted and withheld under any applicable tax law and to the extent that any amounts are so withheld and timely remitted to the applicable governmental entity, such Paying Agent withheld amounts shall be treated for all purposes of this Promissory Note as having been paid to the Lender in time for such Paying Agent satisfaction of the Borrower’s obligations pursuant to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders Section 1(c) in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to deduction and withholding was made. (e) All obligations of the contrary in Borrower under this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Promissory Note will be made to DTCreinstated as though payment had never been received by the Lender if, as the Registered Holder after any payment, all or a portion of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if amounts paid are voided, avoided, rescinded or otherwise returned upon. (if) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global NoteAny repayments, or DTC ceases to be a “clearing agency” registered under the Exchange Act, prepayments and a successor depositary is not appointed payments received by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest Lender will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal applied first to the amount payment of the PIK Payment for the applicable Interest Period (rounded up accrued and unpaid interest, second to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) payment of any other amounts then owing under this Promissory Note and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form third to the Holders repayment of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangeunpaid Principal.

Payment of Principal and Interest. Payments The Borrower shall pay principal and Interest on the Advances as follows: (a) 100% of interest the outstanding principal amount of each Advance, together with all accrued and unpaid Interest thereon, shall be payable on the Final Maturity Date. (b) Interest shall accrue at the applicable Interest Rate on the unpaid principal will amount of each Advance from the date of such Advance until such principal amount is paid in full. The Administrative Agent shall determine the unpaid Interest and Commitment Fees payable thereto prior to each Payment Date (using the applicable Interest Rate for each day during the related Interest Accrual Period) to be made paid by the Borrower with respect to each Advance on each Payment Date for the related Interest Accrual Period and shall advise the Collateral Manager and the Collateral Administrator thereof on the sixth Business Day prior to such Payment Date. The Administrative Agent shall send a consolidated invoice of all such Interest and Commitment Fees to the Holder at the address of such Holder appearing Borrower on the Register Business Day following the Administrative Agent’s receipt of all such information from the Lenders. (as defined c) Accrued Interest on each Advance shall be payable in this Indenturearrears (x) at on each Payment Date, and (y) in connection with any prepayment in full of the close of business on the 15th calendar day (whether or not a Business Day) prior Advances pursuant to any due date for the payment on such Note (the “Regular Record Date”Section 2.05(a), ; provided that (i) with respect to any prepayment in full of the case Advances outstanding, accrued Interest on such amount to but excluding the date of Global Notes, by a Paying Agent by wire transfer of immediately available funds prepayment may be payable on such date or as otherwise agreed to Holders to an account at a bank located within between the United States as designated by each Holder not less than fifteen calendar days prior to Lenders and the applicable payment date, Borrower and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note partial prepayment of the Advances outstanding, accrued Interest on any such amount to but excluding the date of Maturity will prepayment shall be made payable following such prepayment on the applicable Payment Date for the Collection Period in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything prepayment occurred. (d) Subject in all cases to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”Section 2.04(f), principal and interest payments on the Note will be made to DTC, as the Registered Holder obligation of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies Borrower to pay the Issuer that it is unwilling or unable to continue as depositary for such Global NoteObligations, or DTC ceases to be a “clearing agency” registered under including the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount obligation of the outstanding Global Note by an amount equal Borrower to pay the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce Lenders the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note Advances and accrued interest thereon, shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms hereof (including Section 2.14), under any and all circumstances and irrespective of this Indenture shall be recorded. All Notes issued pursuant any setoff, counterclaim or defense to payment which the Borrower or any other Person may have or have had against any Secured Party or any other Person. (e) Subject in all cases to Section 15.03, as a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject condition to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity of and Interest on any Advance without the Notesimposition of withholding tax, the Issuer Borrower or either Agent may require certification acceptable to it to enable the GuarantorsBorrower and the Agents to determine their duties and liabilities with respect to any taxes or other charges that they may be required to deduct or withhold from payments in respect of such Advance under any present or future law or regulation of the United States and any other applicable jurisdiction, as applicableor any present or future law or regulation of any political subdivision thereof or taxing authority therein or to comply with any reporting or other requirements under any such law or regulation. (f) Notwithstanding any other provision of this Agreement, will pay the Defaulted Interest (as defined below) obligations of the Borrower under this Agreement are limited recourse obligations of the Borrower payable solely from the Collateral and, following realization of the Collateral, and application of the proceeds thereof in accordance with the procedures set forth below Priority of Payments and, subject to Section 2.12, all obligations of and any claims against the Borrower hereunder or in connection herewith after such realization shall be extinguished and shall not thereafter revive. No recourse shall be had against any lawful manner officer, director, employee, shareholder, Affiliate, member, manager, agent, partner, principal or incorporator of the Borrower or their respective successors or assigns for any amounts payable under this Agreement. It is understood that the foregoing provisions of this clause (f) shall not inconsistent with (i) prevent recourse to the requirements Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral or (ii) constitute a waiver, release or discharge of any stock exchange on which indebtedness or obligation evidenced by this Agreement until such Collateral has been realized. It is further understood that the Notes may foregoing provisions of this clause (f) shall not limit the right of any Person to name the Borrower as a party defendant in any proceeding or in the exercise of any other remedy under this Agreement, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be listed, and upon such notice as may be required by such exchangeasked for or (if obtained) enforced against the Borrower.

Payment of Principal and Interest. Payments The Borrower shall pay the principal of interest each Advance and Interest on each Class of Advances as follows: (a) 100% of the outstanding principal will amount of each Advance, together with all accrued and unpaid Interest thereon, shall be made payable on the Final Maturity Date. (b) Interest shall accrue on the unpaid principal amount of each Advance from the date of such Advance until such principal amount is paid in full. The Administrative Agent shall, prior to each Payment Date, determine the accrued and unpaid Interest with respect to each Class for the related Interest Accrual Period and Unused Fees payable thereto using the applicable Interest Rate during such Interest Accrual Period to be paid by the Borrower on each Payment Date for the related Interest Accrual Period and shall advise each Lender, the Collateral Agent and the Collateral Manager thereof and shall send a consolidated invoice of all such Interest and Unused Fees to the Holder at the address of such Holder appearing Borrower on the Register third (as defined in this Indenture3rd) at the close of business on the 15th calendar day (whether or not a Business Day) Day prior to any due date for the payment on such Note Payment Date. (the “Regular Record Date”), c) Accrued and unpaid Interest with respect to each Class shall be payable in arrears (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by on each Holder not less than fifteen calendar days prior to the applicable payment datePayment Date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on connection with any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note prepayment of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect Advances pursuant to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructionsSection 2.06(a); provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered any prepayment in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount full of the outstanding Global Note by an Advances outstanding, accrued and unpaid Interest on such amount equal to through the amount date of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes prepayment shall be calculated based payable on such increased principal amount) date or as otherwise agreed to between the Lenders and the Borrower and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders any partial prepayment of the underlying Notes in an aggregate principal Advances outstanding, accrued and unpaid Interest on such amount equal to through the amount date of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof prepayment shall be payable on the relevant record date, as shown Payment Date following such prepayment (or on such date of prepayment if requested by the records Administrative Agent). (d) The obligation of the register of such Holders. Following an increase in Borrower to pay the principal amount Obligations, including the obligation of the outstanding Global Notes as a result of a PIK Payment, Borrower to pay the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce Lenders the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note Advances and accrued interest thereon, shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made be absolute and unconditional, and shall be paid strictly in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date hereof (including Section 2.15), under any and will be governed by, all circumstances and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements irrespective of any stock exchange on setoff, counterclaim or defense to payment which the Notes Borrower or any other Person may be listed, and upon such notice have or have had against any Secured Party or any other Person except as may be required by such exchangeotherwise provided under the Facility Documents.

Payment of Principal and Interest. Payments of interest and principal will be made to the Holder at the address of such Holder appearing on the Register (as defined in this Indenture) at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) Each Class of Notes shall accrue interest payable on any date of Maturity at the applicable Note Interest Rate as set forth in the Sale and Servicing Agreement, and such interest shall be payable on each Payment Date, subject to the Person to whom principal Section 3.01. Interest shall be payable and (b) computed on each Class of Notes on the first payment basis of interest on any Note originally issued between a Regular Record Date for such Note 360-day year and the succeeding Interest Payment Date actual number of days elapsed in each Accrual Period. With respect to each outstanding Class of Notes, the Trust Administrator shall be made determine LIBOR for each applicable Accrual Period on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Notesecond LIBOR Business Day prior thereto, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture the Sale and Servicing Agreement. All interest payments on each Class of Notes shall be made in the order provided for in Section 6.02 of the Sale and Servicing Agreement. Any installment of interest or principal payable on any Note shall be paid on the applicable Payment Date to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person's address as it appears on the Note Register on such Record Date or, upon written request made to the Note Registrar and the applicable procedures Paying Agent at least [five] Business Days prior to the related Record Date, by the Holder of DTC. PIK Interest will be payable (x) a Note having an initial Note Principal Amount of not less than $[2,500,000] by wire transfer in immediately available funds to an account specified in the request and at the expense of such Noteholder, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes represented by one or more Global Notes registered on the Record Date in the name ofof the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee, except for the final installment of principal payable with respect to such Note on a Payment Date or held by, DTC or its nominee on the relevant record date, by increasing the principal amount applicable Maturity Date for such Class of the outstanding Global Note by an amount equal to the amount of the PIK Payment Notes (and except for the applicable Interest Period Termination Price for any Note called for redemption pursuant to Section 10.01), which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (rounded up to the nearest whole Dollarb) (it being understood that subsequent interest payments on The principal of the Notes shall be calculated based payable in installments on such increased principal amount) each Payment Date as provided herein and (y) with respect to Notes represented by Certificated in the Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form subject to Section 3.01. Notwithstanding the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Paymentforegoing, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding entire unpaid principal amount of the Notes in up to shall be due and payable, if not previously paid, on the date on which an aggregate amount not to exceed Event of Default shall have occurred and be continuing, or if the total principal amount Indenture Trustee or Holders of the Notes. Each Global Note shall include Notes representing not less than a schedule on which decreases majority of the Outstanding Balance of the Priority Class Notes have declared the Notes to be immediately due and payable in the corresponding manner provided in Section 5.02. All principal amount resulting from Excess Cash Payments payments on a Class of Notes shall be made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchange.Section 6.02

Payment of Principal and Interest. Payments (a) Each Class of Notes will accrue interest at the applicable Note Interest Rate. Interest on each Note will be due and payable on each Payment Date as specified in such Note. Interest on the Class A-1 Notes and the Class A-2b Notes will be computed on the basis of actual number of days elapsed and a 360-day year. Interest on the Notes (other than the Class A-1 Notes and the Class A-2b Notes) will be computed on the basis of a 360-day year consisting of twelve 30-day months. (b) Interest and principal payments on each Class of Notes will be made ratably to the Holder at the address Noteholders of such Holder appearing Class entitled to such payments. On each Payment Date, distributions to be made with respect to interest on and principal of the Register (as defined in this Indenture) at Book-Entry Notes will be paid to the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent Registered Noteholder by wire transfer of in immediately available funds to Holders to an the account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior the nominee of the Clearing Agency (initially, such nominee will be Cede & Co.). Distributions to be made with respect to interest on and principal of the Definitive Notes will be paid to the applicable payment date, and Registered Noteholder (iii) in the case of Certificated Notes, by a Paying Agent by mailing a check if such Noteholder has provided to the Holder Note Registrar appropriate instructions at the address of least five Business Days before such Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Payment Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate original principal amount of such Noteholder’s Notes may request payment is at least $1,000,000, by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender to the account of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, Noteholder or (ii) an Event of Default has occurred and is continuing with respect by check mailed first class mail, postage prepaid, to such Notes Registered Noteholder’s address as it appears on the Note Register on the related Record Date. However, the final installment of principal (whether payable by wire transfer or check) of each Note on a Payment Date, the Redemption Date or the applicable Final Scheduled Payment Date will be payable only upon presentation and Holders have made a request to DTC for exchange surrender of such Global Note Note. The Indenture Trustee will notify each Registered Noteholder of the date on which the Issuer expects that the final installment of principal of and interest on such Registered Noteholder’s Notes will be paid not later than five days before such date. Such notice will specify the place where such Notes may be presented and surrendered for Certificated Notes, provided in each case payment of such installment. All funds paid by wire transfers or checks that such transfer or exchange is made are returned undelivered will be held in accordance with the provisions Section 3.3. (c) The principal of this Indenture and the applicable procedures of DTC. PIK Interest each Note will be payable (x) with respect to in installments on each Payment Date as specified in such Note. The entire unpaid Note Balance of each Class of Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee will be due and payable on the relevant record date, by increasing the principal amount earlier of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the its applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Final Scheduled Payment Date and will bear interest from and after such datethe Redemption Date. Excess Cash Payments made to Holders shall applyNotwithstanding the foregoing, on a dollar-for-dollar basis, to reduce the outstanding entire unpaid principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall will be recorded. All Notes issued pursuant to a PIK Payment will mature due and payable on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange date on which the Notes may are declared to be listed, immediately due and upon such notice as may be required by such exchangepayable in the manner provided in Section 5.2(a).

Payment of Principal and Interest. Payments The Borrower shall pay principal and Interest on the Advances as follows: (a) 100% of interest the outstanding principal amount of each Advance, together with all accrued and unpaid Interest thereon, shall be payable on the Final Maturity Date. (b) Interest shall accrue on the unpaid principal will amount of each Advance from the date of such Advance until such principal amount is paid in full. The Administrative Agent shall determine the unpaid Interest and Unused Fees payable thereto prior to each Payment Date using the applicable Interest Rate for the related Interest Accrual Period to be made paid by the Borrower on each Payment Date for the related Interest Accrual Period and shall advise each Lender, the Collateral Agent and the Investment Advisor thereof and shall send a consolidated invoice of all such Interest and Unused Fees to the Holder at the address of such Holder appearing Borrower on the Register third (as defined in this Indenture3rd) at the close of business on the 15th calendar day (whether or not a Business Day) Day prior to any due date for the payment on such Note Payment Date. (the “Regular Record Date”), c) Accrued and unpaid Interest shall be payable in arrears (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by on each Holder not less than fifteen calendar days prior to the applicable payment datePayment Date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on connection with any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note prepayment of the Holder. For any Certificated NoteAdvances pursuant to Section 2.06(a); provided that, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or clause (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable Section 2.05(c), (x) with respect to Notes represented by one or more Global Notes registered any prepayment in full of the name of, or held by, DTC or its nominee on the relevant record date, by increasing the outstanding principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Advances, accrued and unpaid Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) amount through the date of prepayment may be payable on such date or as otherwise agreed to between the Lenders and the Borrower and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders any partial prepayment of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up Advances, accrued and unpaid Interest on such amount through the date of prepayment shall be payable on such date or as otherwise agreed to an aggregate amount not between the Lenders and the Borrower. (d) The obligation of the Borrower to exceed pay the total Obligations, including the obligation of the Borrower to pay the Lenders the outstanding principal amount of the Notes. Each Global Note Advances and accrued and unpaid Interest thereon, shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made be absolute and unconditional, and shall be paid strictly in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date hereof (including Section 2.15), under any and will be governed by, all circumstances and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements irrespective of any stock exchange on setoff, counterclaim or defense to payment which the Notes Borrower or any other Person may be listed, and upon such notice have or have had against any Secured Party or any other Person except as may be required by such exchangeotherwise provided under the Facility Documents.

Payment of Principal and Interest. Payments The Borrower shall pay the principal of interest each Advance and Interest on each Class of Advances as follows: (a) 100% of the outstanding principal will amount of each Advance, together with all accrued and unpaid Interest thereon, shall be made payable on the Final Maturity Date. (b) Interest shall accrue on the unpaid principal amount of each Advance from the date of such Advance until such principal amount is paid in full. The Administrative Agent shall, prior to each Payment Date, determine the accrued and unpaid Interest with respect to each Class for the related Interest Accrual Period and Unused Fees payable thereto using the applicable Interest Rate during such Interest Accrual Period to be paid by the Borrower on each Payment Date for the related Interest Accrual Period and shall advise each Lender, the Collateral Agent and the Servicer thereof and shall send a consolidated invoice of all such Interest and Unused Fees to the Holder at the address of such Holder appearing Borrower on the Register third (as defined in this Indenture3rd) at the close of business on the 15th calendar day (whether or not a Business Day) Day prior to any due date for the payment on such Note Payment Date. (the “Regular Record Date”), c) Accrued and unpaid Interest with respect to each Class shall be payable in arrears (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by on each Holder not less than fifteen calendar days prior to the applicable payment datePayment Date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on connection with any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note prepayment of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect Advances pursuant to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructionsSection 2.06(a); provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered any prepayment in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount full of the outstanding Global Note by an Advances outstanding, accrued and unpaid Interest on such amount equal to through the amount date of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes prepayment shall be calculated based payable on such increased principal amount) date or as otherwise agreed to between the Lenders and the Borrower and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders any partial prepayment of the underlying Notes in an aggregate principal Advances outstanding, accrued and unpaid Interest on such amount equal to through the amount date of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof prepayment shall be payable on the relevant record date, as shown Payment Date following such prepayment (or on such date of prepayment if requested by the records Administrative Agent). (d) The obligation of the register of such Holders. Following an increase in Borrower to pay the principal amount Obligations, including the obligation of the outstanding Global Notes as a result of a PIK Payment, Borrower to pay the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce Lenders the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note Advances and accrued interest thereon, shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made be absolute and unconditional, and shall be paid strictly in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date hereof (including Section 2.15), under any and will be governed by, all circumstances and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements irrespective of any stock exchange on setoff, counterclaim or defense to payment which the Notes Borrower or any other Person may be listed, and upon such notice have or have had against any Secured Party or any other Person except as may be required by such exchangeotherwise provided under the Facility Documents.

Payment of Principal and Interest. Payments The Borrower shall pay principal and Interest on the Advances as follows: (a) 100% of interest the outstanding principal amount of each Advance, together with all accrued and unpaid Interest thereon, shall be payable on the Final Maturity Date. (b) Interest shall accrue on the unpaid principal will amount of each Advance from the date of such Advance until such principal amount is paid in full. The Administrative Agent shall determine the unpaid Interest and Unused Fees payable thereto prior to each Payment Date using the applicable Interest Rate for the related Interest Accrual Period to be made paid by the Borrower on each Payment Date for the related Interest Accrual Period and shall advise each Lender, the Collateral Agent and the Servicer thereof and shall send a consolidated invoice of all such Interest and Unused Fees to the Holder at the address of such Holder appearing Borrower on the Register third (as defined in this Indenture3rd) at the close of business on the 15th calendar day (whether or not a Business Day) Day prior to any due date for the payment on such Note Payment Date. (the “Regular Record Date”), c) Accrued Interest shall be payable in arrears (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by on each Holder not less than fifteen calendar days prior to the applicable payment datePayment Date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on connection with any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note prepayment of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect Advances pursuant to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructionsSection 2.06(a); provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered any prepayment in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount full of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Advances outstanding, accrued Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) amount through the date of prepayment may be payable on such date or as otherwise agreed to between the Lenders and the Borrower and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders any partial prepayment of the underlying Notes in an aggregate principal Advances outstanding, accrued Interest on such amount equal to through the amount date of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof prepayment shall be payable on the relevant record date, as shown Payment Date following such prepayment (or on such date of prepayment if requested by the records Administrative Agent). (d) The obligation of the register of such Holders. Following an increase in Borrower to pay the principal amount Obligations, including the obligation of the outstanding Global Notes as a result of a PIK Payment, Borrower to pay the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce Lenders the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note Advances and accrued interest thereon, shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made be absolute and unconditional, and shall be paid strictly in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date hereof (including Section 2.15), under any and will be governed by, all circumstances and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements irrespective of any stock exchange on setoff, counterclaim or defense to payment which the Notes Borrower or any other Person may be listed, and upon such notice have or have had against any Secured Party or any other Person except as may be required by such exchangeotherwise provided under the Facility Documents.

Payment of Principal and Interest. Payments (a) Each Class of Notes shall accrue interest at the Interest Rate as set forth in the Transfer and Servicing Agreement, and such interest shall be payable on each Payment Date, subject to Section 3.01. Interest shall be computed on each Class of LIBOR Notes on the basis of a 360-day year and the actual number of days elapsed in each Accrual Period. Interest shall be computed on each Class of Notes (other than any Class of LIBOR Notes) on the basis of a 360-day year consisting of twelve 30-day months. With respect to each outstanding Class of LIBOR Notes, the Trust Administrator shall determine LIBOR for each applicable Accrual Period on the second London Business Day prior thereto, in accordance with the provisions of the Transfer and Servicing Agreement. All interest payments on each Class of Notes shall be made in the order provided for in Section 6.02 of the Transfer and Servicing Agreement. Any installment of interest or principal payable on any Note shall be paid on the applicable Payment Date to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date or, upon written request made to the Note Registrar and principal the Paying Agent at least five Business Days prior to the related Record Date, by the Holder of a Note having an initial Note Principal Amount of not less than $2,500,000 by wire transfer in immediately available funds to an account specified in the request and at the expense of such Noteholder, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the Holder at account designated by such nominee, except for the address final installment of principal payable with respect to such Holder appearing Note on a Payment Date or on the Register applicable Maturity Date for such Class of Notes (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), which shall be payable as defined provided below. The funds represented by any such checks returned undelivered shall be held in this Indentureaccordance with Section 3.03. (b) The principal of the Notes shall be payable in installments on each Payment Date as provided herein and in the Notes, subject to Section 3.01. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes representing not less than a majority of the Outstanding Balance of the Priority Class Notes, have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All principal payments on a Class of Notes shall be made in accordance with Section 6.02 of the Transfer and Servicing Agreement. The Trust Administrator shall notify the Person in whose name a Note is registered at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for Record Date preceding the payment Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note (the “Regular Record Date”), (i) in the case of Global Notes, will be paid. Such notice shall be mailed or transmitted by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less facsimile no later than fifteen calendar days five Business Days prior to the applicable payment date, such final Payment Date and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of shall specify that such Holder; provided, however, that (a) interest payable on any date of Maturity shall final installment will be payable to the Person to whom principal shall be payable only upon presentation and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at and shall specify the specified office place where such Note may be presented and surrendered for payment of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal proceduresinstallment. The Issuer will pay any administrative costs imposed by banks Notices in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect redemptions of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable mailed to continue Noteholders as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangeSection 10.02.

Payment of Principal and Interest. Payments The Borrower shall pay the principal of interest each Advance and Interest on each Tranche of Advances as follows: (a) 100% of the outstanding principal will amount of each Advance, together with all accrued and unpaid Interest thereon, shall be made payable on the Final Maturity Date. (b) Interest shall accrue on the unpaid principal amount of each Advance from the date of such Advance until such principal amount is paid in full. The Administrative Agent shall, prior to each Payment Date, determine the accrued and unpaid Interest with respect to each Tranche for the related Interest Accrual Period and Commitment Fees payable thereto using the Interest Rate applicable to such Tranche during such Interest Accrual Period to be paid by the Borrower on each Payment Date for the related Interest Accrual Period and shall advise each Lender, the Collateral Agent and the Servicer thereof and shall send a consolidated invoice of all such Interest and Commitment Fees to the Holder at the address of such Holder appearing Borrower on the Register third (as defined in this Indenture3rd) at the close of business on the 15th calendar day (whether or not a Business Day) Day prior to any due date for the payment on such Note Payment Date. (the “Regular Record Date”), c) Accrued and unpaid Interest with respect to each Tranche shall be payable in arrears (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by on each Holder not less than fifteen calendar days prior to the applicable payment datePayment Date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on connection with any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note prepayment of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect Advances pursuant to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructionsSection 2.06(a); provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered any prepayment in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount full of the outstanding Global Note by an Advances outstanding, accrued and unpaid Interest on such amount equal to through the amount date of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes prepayment shall be calculated based payable on such increased principal amount) date or as otherwise agreed to between the Lenders and the Borrower and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders any partial prepayment of the underlying Notes in an aggregate principal Advances outstanding, accrued and unpaid Interest on such amount equal to through the amount date of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof prepayment shall be payable on the relevant record date, as shown Payment Date following such prepayment (or on such date of prepayment if requested by the records Administrative Agent). (d) The obligation of the register of such Holders. Following an increase in Borrower to pay the principal amount Obligations, including the obligation of the outstanding Global Notes as a result of a PIK Payment, Borrower to pay the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce Lenders the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note Advances and accrued interest thereon, shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made be absolute and unconditional, and shall be paid strictly in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date hereof (including Section 2.15), under any and will be governed by, all circumstances and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements irrespective of any stock exchange on setoff, counterclaim or defense to payment which the Notes Borrower or any other Person may be listed, and upon such notice have or have had against any Secured Party or any other Person except as may be required by such exchangeotherwise provided under the Facility Documents.

Payment of Principal and Interest. Payments (a) The Class A-1A Notes shall accrue interest as provided in the form of the Class A-1A Notes set forth in Exhibit A-1 hereto, the Class A-1B Notes shall accrue interest as provided in the form of the Class A-1B Notes set forth in Exhibit A-2 hereto and the Class B Notes shall accrue interest as provided in the form of the Class B Notes set forth in Exhibit B hereto. Such interest shall be payable on each Monthly Distribution Date as specified in Section 5.04(c) hereof, subject to Section 4.01 hereof. Any installment of interest and principal will or principal, if any, payable on any Note which is punctually paid or duly provided for by the Authority on the applicable Monthly Distribution Date shall be paid to the Person in whose name such Note is registered on the Record Date by check mailed first class, postage prepaid to such Person’s address as it appears on the records of the Trustee on such Record Date, except that, unless definitive Notes have been issued pursuant to Section 2.08 hereof, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the Holder at account designated by such nominee and except for the address final installment of principal payable with respect to such Holder appearing Note on a Monthly Distribution Date or on its Note Final Maturity Date for such Note which shall be payable as provided below. With respect to any Notes in book-entry form, the Trustee shall identify each payment of principal of the Notes as to be made on a “Pro Rata Pass-Through Distribution of Principal” basis and shall provide the Clearing Agency with the necessary information therefor in accordance with the applicable procedures of the Clearing Agency. (b) The principal of each Note shall be payable in installments on each Monthly Distribution Date as provided in Section 5.04(c) hereof. Notwithstanding the foregoing, the entire unpaid principal amount of each Class of Notes shall be due and payable, if not previously paid, on its Note Final Maturity Date and on the Register (as defined date on which an Event of Default shall have occurred and be continuing if the Trustee or the Noteholders representing not less than a majority of the Outstanding Amount of the Highest Priority Notes have declared the Notes to be immediately due and payable in this Indenture) at the manner provided in Section 6.08 hereof. The Trustee shall notify the Person in whose name a Note is registered on or prior to the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for Record Date preceding the payment applicable Monthly Distribution Date on which the Authority expects that the final installment of principal of and interest on such Note (the “Regular Record Date”), (i) in the case of Global Notes, will be paid. Such notice shall be mailed or transmitted by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days facsimile or electronic delivery prior to the applicable payment date, such final Monthly Distribution Date and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of shall specify that such Holder; provided, however, that (a) interest payable on any date of Maturity shall final installment will be payable to the Person to whom principal shall be payable only upon presentation and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at and shall specify the specified office of any Paying Agent with respect to that place where such Note may be presented and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time surrendered for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange payment of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangeinstallment.

Payment of Principal and Interest. Payments Unless otherwise specified pursuant to Section 2.01(f), interest on the Debentures shall be computed on the basis of a 360-day year composed of twelve 30-day months. Unless otherwise provided with respect to a series of Debentures, (a) the principal and Redemption Price of and interest on each Debenture shall be payable in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts; (b) the principal will and Redemption Price of any Debenture and interest payable on the Stated Maturity Date (if other than an Interest Payment Date) or Redemption Date shall be made payable upon surrender of such Debenture at the Office or Agency of any Paying Agent therefor; and (c) interest on any Debenture shall be paid on each Interest Payment Date therefor to the Holder at the address of such Holder appearing on the Register (as defined in this Indenture) thereof at the close of business on the 15th calendar day (whether or not a Business Day) prior Record Date therefor, such interest to any due date for the payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, be payable by a Paying Agent by wire transfer of immediately available funds check mailed to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of the Person entitled thereto as such Holderaddress appears on the Register; provided, however, that (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so payments made in accordance with instructions respect of the Holder, such wire transfer Global Debentures shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender to the Depositary. Except as specified pursuant to Section 2.01 or Section 4.01(b), interest on any Debenture which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Debenture (or one or more Predecessor Debentures) is registered at the close of business on the Regular Record Date for such interest. Any interest on any Debenture which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause (i) and (ii) below: (i) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Debentures (or their respective Predecessor Debentures) are registered at the close of business on a Special Record Date for the payment of such Note at Defaulted Interest, which shall be fixed in the specified office of any Paying Agent with respect following manner. The Company shall, not less than 15 Business Days prior to that Note the Special Record Date, notify the Trustee and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in writing of the amount of Defaulted Interest proposed to be paid on each Debenture, the Special Record Date and the date of the proposed payment, and at the same time for such the Company shall deposit with the Paying Agent an amount of money equal to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will the aggregate amount proposed to be borne by the Holders paid in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything Defaulted Interest or shall make arrangements satisfactory to the contrary Paying Agent for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as provided in this Article 2clause. The Special Record Date for the payment of such Defaulted Interest shall be the close of business not more than 15 nor less than 10 Business Days prior to the date of the proposed payment. The Trustee shall, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on at the Note will be made to DTC, as the Registered Holder expense of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies Company, cause notice of the Issuer that it is unwilling or unable to continue as depositary for proposed payment of such Global Note, or DTC ceases Defaulted Interest and the Special Record Date therefor to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form given to the Holders of the underlying Notes in an aggregate principal amount equal thereof, not less than 10 Business Days prior to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchange.Special Record

Payment of Principal and Interest. Payments (a) Unless otherwise specified pursuant to Section 2.01(d) hereof, interest on the Debentures shall be computed on the basis of a 360-day year composed of twelve 30-day months, except that for any period shorter than a full calendar month, interest and principal will be computed on the basis of the actual number of days elapsed in such period. (b) Unless otherwise provided with respect to a series of Debentures, (1) the principal and Redemption Price of and interest on each Debenture shall be payable in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts; (2) the principal and Redemption Price of any Debenture and interest payable on the Stated Maturity Date (if other than an Interest Payment Date) or Redemption Date shall be payable upon surrender of such Debenture at the office or agency of any Paying Agent therefor; provided, however, that payments of such principal, Redemption Price or interest in respect of the Series 1997 Debentures to Trust I as the sole holder thereof or in respect of Global Debentures shall be made in immediately available funds to Property Trustee I on behalf of Trust I or to the Depository pursuant to Section 2.12 hereof, as the case may be; and (3) interest on any Debenture (other than on the Stated Maturity Date or Redemption Date) shall be paid on each Interest Payment Date therefor to the Holder at the address of such Holder appearing on the Register (as defined in this Indenture) thereof at the close of business on the 15th calendar day Regular Record Date therefor, such interest to be payable at the option of the Company by (whether i) check mailed to the address of the Person entitled thereto as such address appears on the Securities Register or not a (ii) by transfer to an account maintained by the person entitled thereto as specified in the Securities Register, provided that proper and timely transfer instructions have been received ten Business Day) Days prior to any due date for the payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, provided however, that (ai) interest payable on any date at the written request of Maturity shall be payable the Holder of at least $10,000,000 aggregate principal amount of Debentures received by the Registrar not later than ten Business Days prior to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall Date, such interest accrued on such Debenture will be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment payable by wire transfer but only if appropriate payment instructions have been received within the continental United States in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior immediately available funds to the applicable payment date. In bank account number of such Holder specified in such request and entered on the event that payment is so Securities Register by the Registrar and (ii) payments of such interest made in accordance with instructions respect of the Holder, such wire transfer Series 1997 Debentures to Trust I as the sole holder thereof or in respect of Global Debentures shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender to Property Trustee I on behalf of such Note at Trust I or the specified office of any Paying Agent with respect Depository pursuant to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTCSection 2.12 hereof, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes case may be. (c) Except as specified pursuant to Section 2.01 or Section 4.01(b) hereof, interest on any Debenture which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be issued paid to the Person in certificated form in exchange for a Global Note only if whose name that Debenture (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes Predecessor Debentures) is registered in at the name of, or held by, DTC or its nominee close of business on the relevant record dateRegular Record Date for such interest. Any interest (as used in this Indenture, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent term "interest" shall include quarterly interest payments, interest on quarterly interest payments not paid on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed byDate, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the GuarantorsAdditional Sums, as applicable) on any Debenture which is payable, will pay but is not punctually paid or duly provided for, on any Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (as defined 1) and (2) below: (1) The Company may elect to make payment of any Defaulted Interest to the Persons in accordance whose names the Debentures (or their respective Predecessor Debentures) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall, not less than 15 Business Days prior to the date of the proposed payment, notify the Trustee and the Paying Agent in writing of the amount of Defaulted Interest proposed to be paid on each Debenture and the date of the proposed payment, and at the same time the Company shall deposit with the procedures set forth below Paying Agent an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Paying Agent for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. The Special Record Date for the payment of such Defaulted Interest shall be the close of business on the tenth calendar day prior to the date of the proposed payment. The Trustee shall, in the name and at the expense of the Company, cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to the Holders thereof, not less than 7 calendar days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been given, such Defaulted Interest shall be paid to the Persons in whose names the Debentures (or their respective Predecessor Debentures) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (2). (2) The Company may make payment of any Defaulted Interest on the Debentures in any other lawful manner not inconsistent with the requirements of any stock securities exchange on which the Notes such Debentures may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee and the Paying Agent of the proposed payment pursuant to this Clause, such manner of payment shall be deemed practicable by the Paying Agent. (d) Subject to the foregoing provisions of this Section, each Debenture delivered under this Junior Indenture upon registration of transfer of or in exchange for or in lieu of any other Debenture shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Debenture.

Payment of Principal and Interest. Payments (a) Each Class of Notes will accrue interest at the applicable Note Interest Rate. Interest on each Note will be due and payable on each Payment Date as specified in such Note. Interest on the Class A-1 Notes will be computed on the basis of actual number of days elapsed and a 360-day year. Interest on the Notes (other than the Class A-1 Notes) will be computed on the basis of a 360-day year consisting of twelve 30-day months. (b) Interest and principal payments on each Class of Notes will be made ratably to the Holder at the address Noteholders of such Holder appearing Class entitled to such payments. On each Payment Date, distributions to be made with respect to interest on and principal of the Register (as defined in this Indenture) at Book-Entry Notes will be paid to the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent Registered Noteholder by wire transfer of in immediately available funds to Holders to an the account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior the nominee of the Clearing Agency (initially, such nominee will be Cede & Co.). Distributions to be made with respect to interest on and principal of the Definitive Notes will be paid to the applicable payment date, and Registered Noteholder (iii) in the case of Certificated Notes, by a Paying Agent by mailing a check if such Noteholder has provided to the Holder Note Registrar appropriate instructions at the address of least five Business Days before such Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Payment Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate original principal amount of such Noteholder's Notes may request payment is at least $1,000,000, by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender to the account of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, Noteholder or (ii) an Event of Default has occurred and is continuing with respect by check mailed first class mail, postage prepaid, to such Notes Registered Noteholder's address as it appears on the Note Register on the related Record Date. However, the final installment of principal (whether payable by wire transfer or check) of each Note on a Payment Date, the Redemption Date or the applicable Final Scheduled Payment Date will be payable only upon presentation and Holders have made a request to DTC for exchange surrender of such Global Note Note. The Indenture Trustee will notify each Registered Noteholder of the date on which the Issuer expects that the final installment of principal of and interest on such Registered Noteholder's Notes will be paid not later than five days before such date. Such notice will specify the place where such Notes may be presented and surrendered for Certificated Notes, provided in each case payment of such installment. All funds paid by wire transfers or checks that such transfer or exchange is made are returned undelivered will be held in accordance with the provisions Section 3.3. (c) The principal of this Indenture and the applicable procedures of DTC. PIK Interest each Note will be payable (x) with respect to in installments on each Payment Date as specified in such Note. The entire unpaid Note Balance of each Class of Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee will be due and payable on the relevant record date, by increasing the principal amount earlier of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Final Scheduled Payment Date and will bear interest from and after such datethe Redemption Date. Excess Cash Payments made to Holders shall applyNotwithstanding the foregoing, on a dollar-for-dollar basis, to reduce the outstanding entire unpaid principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall will be recorded. All Notes issued pursuant to a PIK Payment will mature due and payable on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange date on which the Notes may are declared to be listed, immediately due and upon such notice as may be required by such exchangepayable in the manner provided in Section 5.2(a).

Payment of Principal and Interest. Payments (a) Sections 307 and 1001 of the Base Indenture shall apply to the Notes; provided, however, that, with respect to any Noteholder with an aggregate principal amount in excess of $1,000,000, at the application of such Holder in writing to the Security Registrar not later than the relevant record date, accrued and unpaid interest on such Holder’s Notes shall be paid by wire transfer in immediately available funds to such Holder’s account in the United States supplied by such Holder from time to time to the Trustee and principal will be Paying Agent (if different from Trustee); provided further that payment of accrued and unpaid interest made to the Holder at Depositary shall be paid by wire transfer in immediately available funds in accordance with such wire transfer instructions and other procedures provided by the address of such Holder appearing on the Register Depositary from time to time. (b) Except as defined otherwise provided in this Indenture) Section 4.01(b), a Holder of any Notes at the close of business on the 15th calendar day (whether or not a Business Day) prior Record Date shall be entitled to any due date for the payment receive interest on such Note (Notes on the “Regular corresponding Interest Payment Date. A Holder of any Notes as of a Record Date”), (i) in Date that are converted after the case close of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days business on such Record Date and prior to the applicable payment date, and (ii) in opening of business on the case corresponding Interest Payment Date shall be entitled to receive interest on the principal amount of Certificated such Notes, by notwithstanding the conversion of such Notes prior to such Interest Payment Date. However, a Paying Agent by mailing Holder that surrenders any Notes for conversion between the close of business on a check Record Date and the opening of business on the corresponding Interest Payment Date shall be required to pay the Company an amount equal to the Holder interest payable by the Company with respect to such Notes on such Interest Payment Date at the address of time such Holder; Holder surrenders such Notes for conversion, provided, however, that this sentence shall not apply to a Holder that converts Notes: (ai) interest payable in respect of which the Company has given notice of redemption pursuant to Section 3.03 on any date of Maturity shall be payable a Redemption Date that is after the relevant Record Date and on or prior to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding relevant Interest Payment Date shall be made on Date; or (ii) to the Interest Payment Date following extent of any overdue interest, if any overdue interest exists at the next succeeding Regular Record Date for such Note time of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent conversion with respect to such Note not less than fifteen calendar days Notes; (iii) in connection with a Fundamental Change in which the Company has specified a Fundamental Change Repurchase Date that is after a Record Date and on or prior to the applicable payment datenext Interest Payment Date; or (iv) after 5:00 p.m., New York City time on the Record Date immediately preceding the Maturity Date. In the event Accordingly, a Holder that payment is so made in accordance with instructions converts Notes under any of the Holdercircumstances described in clauses (i), such wire transfer shall (ii), (iii) or (iv) above will not be deemed required to constitute full and complete payment of such principal, premium and/or pay to the Company an amount equal to the interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne payable by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchange.

Payment of Principal and Interest. Payments The Issuer covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay or cause to be paid the principal of, and interest and principal will be made to on, each of the Holder Securities of such series at the address of such Holder appearing on the Register (as defined in this Indenture) place or places, at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date”), (i) respective times and in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) manner provided in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment Securities. Each installment of interest on the Securities of any Note originally issued between a Regular Record Date series may be paid by mailing checks for such Note and interest payable to or upon the succeeding Interest Payment Date written order of the holders of Securities entitled thereto as they shall be made appear on the Interest Payment Date following the next succeeding Regular Record Date for such Note registry books of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided hereinIssuer. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the any provisions of this Indenture and the applicable procedures Securities of DTC. PIK Interest any series to the contrary, if the Issuer and a Holder of any Registered Security so agree or if expressly provided pursuant to Section 2.03, payments of interest on, and any portion of the Principal of, such Holder's Registered Security (other than interest payable at maturity or on any redemption or repayment date or the final payment of Principal on such Security) shall be made by the paying agent, upon receipt from the Issuer of immediately available funds by 11:00 a.m., New York City time (or such other time as may be agreed to between the Issuer and the paying agent) or the Issuer, directly to the Holder of such Security (by wire transfer of Federal funds or immediately available funds or otherwise) if the Holder has delivered written instructions to the Trustee 15 days prior to such payment date requesting that such payment will be payable (x) with respect so made and designating the bank account to Notes represented by one or more Global Notes registered which such payments shall be so made and, in the name ofcase of payments of Principal, surrenders the same to the Trustee in exchange for a Security or held by, DTC or its nominee on Securities aggregating the relevant record date, by increasing same principal amount as the unredeemed principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar)Securities surrendered. The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance shall be entitled to the Holders thereof rely on the relevant record date, as shown last instruction delivered by the records Holder pursuant to this Section 3.01 unless a new instruction is delivered 15 days prior to a payment date. The Issuer will indemnify and hold each of the register of such Holders. Following an increase in Trustee and any paying agent harmless against any loss, liability or expense (including attorneys' fees and expenses) resulting from any act or omission to act on the principal amount part of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on Issuer or any such increased principal amount Holder in connection with any such agreement or from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made making any payment in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of any such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangeagreement.

Payment of Principal and Interest. Payments Each Class of Notes shall accrue interest at the Interest Rate as set forth in the Sale and Servicing Agreement, and such interest shall be payable on each Payment Date, subject to Section 3.01. All interest payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. Any installment of interest or principal payable on any Note shall be paid on the applicable Payment Date to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date or, upon written request made to the Indenture Trustee at least five Business Days prior to the related Record Date, by the Holder of a Note by wire transfer in immediately available funds to an account specified in the request and principal at the expense of such Noteholder, except that, unless Definitive Notes have been issued pursuant to Section 2.11, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the Holder at account designated by such nominee, except for the address final installment of principal payable with respect to such Note on a Payment Date or on the applicable Maturity Date for such Class of Notes (and except for the Redemption Price for any Note being redeemed pursuant to Section 10.01 hereof), which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. The principal of each Note (other than the Class A-IO Notes) shall be payable in installments on each Payment Date as provided in the Sale and Servicing Agreement and in the forms of the Notes set forth in Exhibit A hereto. Notwithstanding the foregoing, the entire unpaid principal amount of a Class of Notes, shall be due and payable, if not previously paid, on the earlier of (i) the applicable Maturity Date, (ii) the applicable Redemption Date following an Optional Redemption pursuant to Section 7.2 of the Sale and Servicing Agreement, or (iii) the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or the Majority Controlling Class Noteholders shall have declared the Notes to be immediately due and payable in the manner provided in Section 5.02 hereof. On each Payment Date, all principal payments on each Class of Notes (other than the Class A–IO Notes) shall be made pro rata to the Noteholders of such Holder appearing Class entitled thereto based on their respective Note Principal Balances immediately prior to such Payment Date. The Indenture Trustee shall notify the Register (as defined Person in this Indenture) whose name a Note is registered at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for Record Date preceding the payment Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note (the “Regular Record Date”), (i) in the case of Global Notes, will be paid. Such notice shall be mailed or transmitted by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days facsimile prior to the applicable payment date, such final Payment Date and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of shall specify that such Holder; provided, however, that (a) interest payable on any date of Maturity shall final installment will be payable to the Person to whom principal shall be payable only upon presentation and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at and shall specify the specified office place where such Note may be presented and surrendered for payment of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal proceduresinstallment. The Issuer will pay any administrative costs imposed by banks Notices in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect redemptions of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable mailed to continue Noteholders as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangeSection 10.02 hereof.

Payment of Principal and Interest. Payments Note Interest ------------------------------------------------ Shortfall. (a) The Notes shall accrue interest as provided in the forms of Notes --------- set forth in Exhibit A, and such interest shall be payable on each Distribution Date as specified therein, subject to Section 3.1. Any installment of interest and principal will or principal, if any, payable on any Note which is punctually paid or duly provided for by the Issuer on the applicable Distribution Date shall be made paid to the Holder at the address of such Holder appearing on the Register (as defined Person in this Indenture) at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on whose name such Note (or one or more Predecessor Notes) is registered on the “Regular Record Date by check mailed first-class, postage prepaid to such Person's address as it appears on the Note Register on such Record Date”, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), (i) in the case of Global Notes, by a Paying Agent payment shall be made by wire transfer of in immediately available funds to Holders to an the account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to such nominee and except for the applicable payment date, and (ii) in the case final installment of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest principal payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to on a Distribution Date or on the applicable payment dateNote Final Maturity Date for such Note which shall be payable as provided below. In the event that payment is so made The funds represented by any such checks returned undelivered shall be held in accordance with instructions Section 3.3. (b) The principal of each Note shall be payable in installments on each Distribution Date as provided in the forms of Note set forth in Exhibit A. Notwithstanding the foregoing, the entire unpaid principal amount of each class of the Holder, such wire transfer Notes shall be deemed to constitute full due and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premiumpayable, if anynot previously paid, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary Final Maturity Date for such Global Note, or DTC ceases to be a “clearing agency” registered under class of Notes and on the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) date on which an Event of Default has shall have occurred and is be continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer if the Indenture Trustee or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount Noteholders of the Notes in up to an aggregate amount representing not to exceed the total principal amount less than a majority of the Notes. Each Global Note shall include a schedule on which decreases Outstanding Amount of the Notes have declared the Notes to be immediately due and payable in the corresponding principal amount resulting from Excess Cash Payments made manner provided in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangeSection 5.

Payment of Principal and Interest. Payments The Borrower shall pay principal and Interest on the Advances as follows: (a) 100% of interest the outstanding principal amount of each Advance, together with all accrued and unpaid Interest thereon, shall be payable on the Final Maturity Date. (b) Interest shall accrue on the unpaid principal will amount of each Advance from the date of such Advance until such principal amount is paid in full. The Administrative Agent shall determine the unpaid Interest and Commitment Fees payable thereto prior to each Payment Date using the applicable Interest Rate for the related Interest Accrual Period to be made paid by the Borrower on each Payment Date for the related Interest Accrual Period and shall advise each Lender, the Collateral Agent and the Servicer thereof and shall send a consolidated invoice of all such Interest and Commitment Fees to the Holder at the address of such Holder appearing Borrower on the Register third (as defined in this Indenture3rd) at the close of business on the 15th calendar day (whether or not a Business Day) Day prior to any due date for the payment on such Note Payment Date. (the “Regular Record Date”), c) Accrued Interest shall be payable in arrears (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by on each Holder not less than fifteen calendar days prior to the applicable payment datePayment Date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on connection with any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note prepayment of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect Advances pursuant to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructionsSection 2.06(a); provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered any prepayment in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount full of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Advances outstanding, accrued Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) amount through the date of prepayment may be payable on such date or as otherwise agreed to between the Lenders and the Borrower and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders any partial prepayment of the underlying Notes in an aggregate principal Advances outstanding, accrued Interest on such amount equal to through the amount date of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof prepayment shall be payable on the relevant record date, as shown Payment Date following such prepayment (or on such date of prepayment if requested by the records Administrative Agent). (d) The obligation of the register of such Holders. Following an increase in Borrower to pay the principal amount Obligations, including the obligation of the outstanding Global Notes as a result of a PIK Payment, Borrower to pay the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce Lenders the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note Advances and accrued interest thereon, shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made be absolute and unconditional, and shall be paid strictly in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date hereof (including Section 2.15), under any and will be governed by, all circumstances and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements irrespective of any stock exchange on setoff, counterclaim or defense to payment which the Notes Borrower or any other Person may be listed, and upon such notice have or have had against any Secured Party or any other Person except as may be required by such exchangeotherwise provided under the Facility Documents.

Payment of Principal and Interest. Payments (a) The unpaid principal amount of the Senior Notes shall initially bear interest at the rate of 5.75% per annum, payable on each February 16, May 16, August 16 and principal will be made November 16 (each, with respect to the Holder Senior Notes, an "Interest Payment Date"), from the original date of issuance, to, but excluding, the earlier of (i) the settlement date of a successful Remarketing under the Forward Purchase Contract Agreement or (ii) the Stock Purchase Date, and, thereafter, at the address Reset Rate to, but excluding, the Stated Maturity of such Holder appearing the Senior Notes. (b) Interest shall be payable quarterly in arrears on each Interest Payment Date to the Person in whose name the Senior Notes are registered on the Register (Regular Record Date for such Interest Payment Date; provided that interest payable on the Stated Maturity of principal as defined provided herein shall be paid to the person to whom principal is payable. Any such interest not punctually paid or duly provided for with respect to any Interest Payment Date falling after the Stock Purchase Date shall forthwith cease to be payable to the registered holders on such regular record date, and may be paid to the person or persons in this Indenture) whose name the Senior Notes are registered at the close of business on a special record date to be fixed by the 15th calendar day (whether or not a Business Day) prior to any due date Trustee for the payment on of such Note (defaulted interest, notice whereof shall be given to the “Regular Record Date”), (i) in registered holders of the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder Senior Notes not less than fifteen calendar ten (10) days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant special record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall or may be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing paid at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or any time in any other lawful manner not inconsistent with the requirements of any stock exchange securities exchange, if any, on which the Senior Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in Section 2.03 of the Original Indenture. (c) The amount of interest payable for any period will be computed (1) for any quarterly period, on the basis of a 360-day year of twelve 30-day months, (2) for any period shorter than a full quarterly period, on the basis of a 30-day month and (3) for periods of less than a month, on the basis of the actual number of days elapsed per 30-day month. If any date on which principal or interest is payable is not a Business Day, then payment of principal or interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. (d) Payment of the principal of and interest on the Senior Notes shall be made at an Office or Agency of the Company or at the Office of the Agent in The City of New York in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, with any such payment that is due on the Stated Maturity of any Senior Notes being made upon surrender of such Senior Notes to the Office or Agency of the Company or at the Office of the Agent in The City of New York. Payments of interest will be made, subject to such surrender where applicable, at the option of the Company, (i) by check mailed to the address of the person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Trustee at least sixteen (16) days prior to the date for payment by the Person entitled hereto.

Payment of Principal and Interest. Payments (a) Unless otherwise specified pursuant to Section 2.01(d), interest on the Debentures shall be computed on the basis of a 360-day year composed of twelve 30-day months, except that for any period shorter than a full calendar month, interest and principal will be computed on the basis of the actual number of days elapsed in such period. (b) Unless otherwise provided with respect to a series of Debentures, (1) the principal and Redemption Price of and interest on each Debenture shall be payable in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts; (2) the principal and Redemption Price of any Debenture and interest payable on the Stated Maturity Date or Redemption Date shall be payable upon surrender of such Debenture at the office or agency of any Paying Agent therefor; provided, however, that payments of such principal, Redemption Price or interest in respect of the Series 2004 Debentures to Trust III as the sole holder thereof or in respect of Global Debentures shall be made in immediately available funds to Property Trustee III on behalf of Trust III or to the Depository pursuant to Section 2.12, as the case may be; and (3) interest on any Debenture (other than on the Stated Maturity Date or Redemption Date) shall be paid on each Interest Payment Date therefor to the Holder at the address of such Holder appearing on the Register (as defined in this Indenture) thereof at the close of business on the 15th calendar day Regular Record Date therefor, such interest to be payable at the option of the Company by (whether i) check mailed to the address of the Person entitled thereto as such address appears on the Securities Register or not a (ii) by transfer to an account maintained by the person entitled thereto as specified in the Securities Register; provided that proper and timely transfer instructions have been received ten Business Day) Days prior to any due date for the payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, provided however, that (aaa) interest payable on any date at the written request of Maturity shall be payable the Holder of at least $10,000,000 aggregate principal amount of Debentures received by the Registrar not later than ten Business Days prior to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall Date, such interest accrued on such Debenture will be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment payable by wire transfer but only if appropriate payment instructions have been received within the continental United States in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior immediately available funds to the applicable payment date. In bank account number of such Holder specified in such request and entered on the event that payment is so Securities Register by the Registrar and (bb) payments of such interest made in accordance with instructions respect of the Holder, such wire transfer Series 2004 Debentures to Trust III as the sole holder thereof or in respect of Global Debentures shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender to Property Trustee III on behalf of such Note at Trust III or the specified office of any Paying Agent with respect Depository pursuant to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTCSection 2.12, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes case may be. (c) Except as specified pursuant to Section 2.01 or Section 4.01(b), interest on any Debenture which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be issued paid to the Person in certificated form in exchange for a Global Note only if whose name that Debenture (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes Predecessor Debentures) is registered in at the name of, or held by, DTC or its nominee close of business on the relevant record dateRegular Record Date for such interest. Any interest (as used in this Indenture, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent term “interest” shall include quarterly interest payments, interest on quarterly interest payments not paid on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed byDate, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the GuarantorsAdditional Sums, as applicable) on any Debenture which is payable, will pay but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (as defined 1) and (2) below: (1) The Company may elect to make payment of any Defaulted Interest to the Persons in accordance whose names the Debentures (or their respective Predecessor Debentures) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall, not less than 15 Business Days prior to the date of the proposed payment, notify the Trustee and the Paying Agent in writing of the amount of Defaulted Interest proposed to be paid on each Debenture and the date of the proposed payment, and at the same time the Company shall deposit with the procedures set forth below Paying Agent an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Paying Agent for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. The Special Record Date for the payment of such Defaulted Interest shall be the close of business on the tenth calendar day prior to the date of the proposed payment. The Trustee shall, in the name and at the expense of the Company, cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to the Holders thereof, not less than 7 calendar days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been given, such Defaulted Interest shall be paid to the Persons in whose names the Debentures (or their respective Predecessor Debentures) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (2). (2) The Company may make payment of any Defaulted Interest on the Debentures in any other lawful manner not inconsistent with the requirements of any stock securities exchange on which the Notes such Debentures may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee and the Paying Agent of the proposed payment pursuant to this Clause, such manner of payment shall be deemed practicable by the Paying Agent. (d) Subject to the foregoing provisions of this Section, each Debenture delivered under this Junior Indenture upon registration of transfer of or in exchange for or in lieu of any other Debenture shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Debenture.

Payment of Principal and Interest. Payments The Borrower shall pay principal and Interest on the Advances as follows: (a) 100% of interest the outstanding principal amount of each Advance, together with all accrued and unpaid Interest thereon, shall be payable on the Final Maturity Date. (b) Interest shall accrue on the unpaid principal will amount of each Advance from the date of such Advance until such principal amount is paid in full. The Administrative Agent shall, prior to each Payment Date, determine the accrued and unpaid Interest with respect to each Class for the related Interest Accrual Period and Unused Fees payable thereto using the Interest Rate applicable to such Class during such Interest Accrual Period to be made paid by the Borrower on each Payment Date for the related Interest Accrual Period and shall advise each Lender, the Collateral Agent and the Servicer thereof and shall send a consolidated invoice of all such Interest and Unused Fees to the Holder at the address of such Holder appearing Borrower on the Register third (as defined in this Indenture3rd) at the close of business on the 15th calendar day (whether or not a Business Day) Day prior to any due date for the payment on Payment Date Report Determination Date with respect to such Note Payment Date. (the “Regular Record Date”), c) Accrued and unpaid Interest with respect to each Class shall be payable in arrears (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by on each Holder not less than fifteen calendar days prior to the applicable payment datePayment Date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on connection with any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note prepayment of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect Advances pursuant to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructionsSection 2.06(a); provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered any prepayment in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount full of the outstanding Global Note by an Advances outstanding, accrued and unpaid Interest on such amount equal to through the amount date of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes prepayment shall be calculated based payable on such increased principal amount) date or as otherwise agreed to between the Lenders and the Borrower and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders any partial prepayment of the underlying Notes in an aggregate principal Advances outstanding, accrued and unpaid Interest on such amount equal to through the amount date of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof prepayment shall be payable on the relevant record date, as shown Payment Date following such prepayment (or on such date of prepayment if requested by the records Administrative Agent). (d) The obligation of the register of such Holders. Following an increase in Borrower to pay the principal amount Obligations, including the obligation of the outstanding Global Notes as a result of a PIK Payment, Borrower to pay the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce Lenders the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note Advances and accrued interest thereon, shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made be absolute and unconditional, and shall be paid strictly in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date hereof (including Section 2.15), under any and will be governed by, all circumstances and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements irrespective of any stock exchange on setoff, counterclaim or defense to payment which the Notes Borrower or any other Person may be listed, and upon such notice have or have had against any Secured Party or any other Person except as may be required by such exchangeotherwise provided under the Facility Documents.

Payment of Principal and Interest. Payments of interest and principal will be made to the Holder at the address of such Holder appearing on the Register (as defined in this Indenture) at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) Each Class of Notes shall accrue interest payable on any date of Maturity at the Interest Rate as set forth in the Transfer and Servicing Agreement, and such interest shall be payable on each Payment Date, subject to the Person to whom principal Section 3.01. Interest shall be payable and (b) computed on each Class of LIBOR Notes on the first payment basis of interest on any Note originally issued between a Regular Record Date for such Note 360-day year and the succeeding actual number of days elapsed in each Accrual Period. Interest Payment Date shall be made computed on each Class of Notes (other than any Class of LIBOR Notes) on the Interest Payment Date following the next succeeding Regular Record Date for such Note basis of the Holdera 360-day year consisting of twelve 30-day months. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with With respect to such Note not less than fifteen calendar days prior to each outstanding Class of LIBOR Notes, the Trust Administrator shall determine LIBOR for each applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest Accrual Period on the Notes. Payment of the principalsecond London Business Day prior thereto, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture the Transfer and Servicing Agreement. All interest payments on each Class of Notes shall be made in the order provided for in Section 6.02 of the Transfer and Servicing Agreement. Any installment of interest or principal payable on any Note shall be paid on the applicable Payment Date to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date or, upon written request made to the Note Registrar and the applicable procedures Paying Agent at least five Business Days prior to the related Record Date, by the Holder of DTC. PIK Interest will be payable (x) a Note having an initial Note Principal Amount of not less than $2,500,000 by wire transfer in immediately available funds to an account specified in the request and at the expense of such Noteholder, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes represented by one or more Global Notes registered on the Record Date in the name ofof the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee, except for the final installment of principal payable with respect to such Note on a Payment Date or held by, DTC or its nominee on the relevant record date, by increasing the principal amount applicable Maturity Date for such Class of the outstanding Global Note by an amount equal to the amount of the PIK Payment Notes (and except for the applicable Interest Period Redemption Price for any Note called for redemption pursuant to Section 10.01), which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (rounded up to the nearest whole Dollarb) (it being understood that subsequent interest payments on The principal of the Notes shall be calculated based payable in installments on such increased principal amount) each Payment Date as provided herein and (y) with respect to Notes represented by Certificated in the Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form subject to Section 3.01. Notwithstanding the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Paymentforegoing, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding entire unpaid principal amount of the Notes in up to shall be due and payable, if not previously paid, on the date on which an aggregate amount not to exceed Event of Default shall have occurred and be continuing, if the total principal amount Indenture Trustee or Holders of the Notes representing not less than a majority of the Outstanding Balance of the Priority Class Notes. Each Global Note shall include a schedule on which decreases , have declared the Notes to be immediately due and payable in the corresponding manner provided in Section 5.02. All principal amount resulting from Excess Cash Payments payments on a Class of Notes shall be made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchange.Section 6.02

Payment of Principal and Interest. Payments of interest (a) Interest and any principal will payable on any Note shall be made paid to the Holder at the address of Person in whose name such Holder appearing on the Register Note (as defined in this Indentureor one or more predecessor Notes) is registered at the close of business on the 15th calendar day Record Date for the applicable Payment Date by check mailed to such Person's address as it appears in the Note Register on such Record Date, except for the final payment of principal of and interest on a Note, which shall be payable only upon presentation and surrender as provided in subsection (b) of this Section 5. 1. For payments made on any Note prior to the final payment of principal and interest, such Note need not be submitted for notation of payment. Checks returned undelivered will be held by the Paying Agent for payment to the Person entitled thereto, subject to the terms of Section 5. 2. Payments made on any Payment Date shall be binding upon all future Holders of such Notes and of any Notes issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not a Business Daynoted thereon. (b) prior Each installment of interest on the Notes is due and payable as specified on the form of Note set forth in Section 2.2. Any installment of interest which is not paid when and as due shall bear interest at the rate of 11% per annum from the date due to any due the date for the of payment on thereof. Unless such Note (becomes due and payable at an earlier date by declaration of acceleration, call for redemption or otherwise, the “Regular Record Date”), (i) in the case principal of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, Note shall be due and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder payable at the address of such HolderStated Maturity; provided, however, that the final payment of principal of and interest on each Note (aor the Redemption Price thereof if the Notes called for redemption) interest payable on any date of Maturity shall be payable only upon presentation and surrender thereof to the Paying Agent. The Trustee shall notify the Person to whom principal shall be payable and (b) in whose name a Note is registered at the first payment of interest on any Note originally issued between a Regular Record Date for the Payment Date next preceding the Payment Date on which the Company expects that the final payment of principal and interest on such Note will be paid. Such notice shall be mailed no earlier than the 60th day, and no later than the succeeding Interest 20th day, prior to such Payment Date and shall specify that such final payment will be made on payable only upon presentation and surrender of such Notes and shall specify the Interest Payment Date following the next succeeding Regular Record Date for such Note name and address of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Paying Agent where such Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full presented and complete surrendered for payment of such principal, premium and/or interest on the Notesfinal payment. Payment Notices in connection with redemptions of the principal, premium, if any, and Notes shall be mailed to Holders as provided in Section 3.2. (c) All computations of interest due with respect to any Certificated Note Notes shall be based on any date a 360-day year consisting of Maturity will be made in immediately available funds upon surrender 12 months of such Note at 30 days each and on the specified office amount of any Paying Agent principal outstanding on the Notes from time to time. (d) On or prior to each Report Date, the Company shall transmit to the Trustee the Monthly Report which shall set forth, with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfernext three succeeding Payment Dates, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based and any principal payable on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof Dates on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Noteseach Outstanding Note. Each Global Note Monthly Report shall include a schedule on which decreases in state that the corresponding principal amount resulting from Excess Cash Payments computations of interest were made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent conformity with the requirements of this Indenture. Notwithstanding the foregoing, the Trustee may rely on its own calculations for purposes of paying interest on the Notes. (e) The Company at any stock time may terminate, by written notice to the Trustee, its obligation to pay an installment of interest if it deposits with the Trustee, or the Trustee holds in the Trust Account as of the related Payment Date, money sufficient to pay the installment when due. (f) Subject to the foregoing provisions of this Section 5.1, each Note delivered under this Indenture upon registration of transfer of or in exchange on which for or in lieu of any other Note shall carry the Notes may be listedrights to unpaid principal and interest, and upon such notice as may be required if any, that were carried by such exchangeother Note.

Payment of Principal and Interest. Payments The Borrower shall pay principal and Interest on the Advances as follows: (a) 100% of interest the outstanding principal amount of each Advance, together with all accrued and unpaid Interest thereon, shall be payable on the Final Maturity Date. (b) Interest shall accrue on the unpaid principal will amount of each Advance from the date of such Advance until such principal amount is paid in full. The Administrative Agent shall determine the unpaid Interest and Unused Fees payable thereto prior to each Payment Date using the Interest Rate for each Advance for each day during the related Payment Date Interest Period to be made paid by the Borrower on each Payment Date for the related Payment Date Interest Period and shall advise each Lender, the Collateral Agent and the Servicer thereof and shall send a consolidated invoice of all such Interest and Unused Fees to the Holder at the address of such Holder appearing Borrower on the Register third (as defined in this Indenture3rd) at the close of business on the 15th calendar day (whether or not a Business Day) Day prior to any due date for the payment on such Note Payment Date. (the “Regular Record Date”), c) Accrued Interest shall be payable in arrears (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by on each Holder not less than fifteen calendar days prior to the applicable payment datePayment Date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on connection with any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note prepayment of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect Advances pursuant to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructionsSection 2.06(a); provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered any prepayment in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount full of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Advances outstanding, accrued Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) amount through the date of prepayment may be payable on such date or as otherwise agreed to between the Lenders and the Borrower and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders any partial prepayment of the underlying Notes in an aggregate principal Advances outstanding, accrued Interest on such amount equal to through the amount date of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof prepayment shall be payable on the relevant record date, as shown Payment Date following such prepayment (or on such date of prepayment if requested by the records Administrative Agent). (d) The obligation of the register of such Holders. Following an increase in Borrower to pay the principal amount Obligations, including the obligation of the outstanding Global Notes as a result of a PIK Payment, Borrower to pay the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce Lenders the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note Advances and accrued interest thereon, shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date hereof (including Section 2.15), under any and will be governed by, all circumstances and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements irrespective of any stock exchange on setoff, counterclaim or defense to payment which the Notes Borrower or any other Person may be listed, and upon such notice as may be required by such exchangehave or have had against any Secured Party or any other Person.

Payment of Principal and Interest. Payments (a) Each Note of a series and class of Notes shall be entitled to payments of interest as provided in the form of Note for such series and principal will class set forth in Appendix A, and such interest shall be made payable on each Payment Date as specified therein. Any installment of interest payable on any Note which is punctually paid or duly provided for by a deposit by or at the direction of the Issuer into the Note Payment Account on the applicable Payment Date shall be paid to the Holder at the address of such Holder appearing on the Register (as defined Person in this Indenture) at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on whose name such Note (or one or more Predecessor Notes) is registered on the “Regular applicable Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds check mailed first-class, postage prepaid to Holders to an account at a bank located within such Person's address as it appears on the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of Note Register on such HolderRecord Date; provided, however, that (a) interest payable unless and until Definitive Notes have been issued pursuant to Section 2.12 with respect to Notes registered on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular applicable Record Date for such in the name of the Note and the succeeding Interest Payment Date Depository (initially, Cede & Co.), payment shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at to the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne account designated by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, Depository. (b) The Depository Trust Company (“DTC”), entire unpaid principal and interest payments on the Note will be made to DTC, as the Registered Holder amount of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only due and payable, if not previously paid, if: (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has shall have occurred and is continuing with respect be continuing; and (ii) the Indenture Trustee or the Noteholders representing not less that 25% of the Outstanding Amount of the Notes have declared the Notes to such Notes be immediately due and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, payable in the manner provided in Section 5.2. (c) Following an Event of Default and the acceleration of the Notes as aforesaid, except to the extent otherwise specifically provided herein, (i) Noteholders will be entitled to ratable repayment of principal on the basis of their respective unpaid principal balances and (ii) repayment in full of the accrued interest on and unpaid principal balances of the Notes will be made prior to any further payment of interest or principal on the Certificates in respect of the Certificate Principal Amount. (d) The Indenture Trustee shall notify each case Noteholder of record as of the Record Date for a Payment Date, of the fact that the final installment of principal of and interest on such transfer Note is to be paid on such Payment Date. Such notice shall be sent (i) on such Record Date by facsimile, if Book-Entry Notes are outstanding; or exchange is made (ii) not later than three Business Days after such Record Date in accordance with the provisions of this Indenture Section 11.5(a), if Definitive Notes are outstanding, and the applicable procedures of DTC. PIK Interest will shall specify that such final installment shall be payable (x) only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount redemptions of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect mailed to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) Noteholders as provided in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangeSection 10.2.

Payment of Principal and Interest. Payments (a) Each Note of a series and class of Notes shall be entitled to payments of interest as provided in the form of Note for such series and principal will class set forth in Appendix A, and such interest shall be made payable on each Distribution Date as specified therein. Any installment of interest payable on any Note which is punctually paid or duly provided for by a deposit by or at the direction of the Issuer into the Collection Account shall be paid to the Holder at the address of such Holder appearing on the Register (as defined Person in this Indenture) at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on whose name such Note (or one or more Predecessor Notes) is registered on the “Regular applicable Record Date”, by check mailed first-class, postage prepaid to such Person's address as it appears on the Note Register on such Record Date; provided however, that, unless and until Definitive Notes have been issued pursuant to Section 2.13, with respect to Notes registered on the applicable Record Date in the name of the Note Depositary (initially, Cede & Co.), (i) in the case of Global Notes, by a Paying Agent payment shall be made by wire transfer of in immediately available funds to Holders to an the account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and Note Depositary. (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premiumThe entire unpaid Principal Balance, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only due and payable, if not previously paid, if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has shall have occurred and is continuing with respect be continuing; and (ii) the Indenture Trustee or the Noteholders representing not less than 25% of the Outstanding Amount of the Notes have declared the Notes to such Notes be immediately due and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, payable in the manner provided in Section 5.2. (c) Following an Event of Default and the acceleration of the Notes as aforesaid, except to the extent otherwise specifically provided herein, (i) Noteholders will be entitled to ratable repayment of principal on the basis of their respective unpaid Principal Balances and (ii) repayment in full of the accrued interest on and unpaid Principal Balances of the Notes will be made prior to any further payment of interest or principal on the Certificates in respect of the Certificate Principal Balance. (d) The Indenture Trustee shall notify each case Noteholder of record as of the Record Date for a Distribution Date, of the fact that the final installment of principal of and interest on such transfer Note is to be paid on such Distribution Date. Such notice shall be sent (i) on such Record Date by facsimile, if Book-Entry Notes are outstanding; or exchange is made (ii) not later than 3 Business Days after such Record Date in accordance with the provisions of this Indenture Section 11.5(a), if Definitive Notes are outstanding, and the applicable procedures of DTC. PIK Interest will shall specify that such final installment shall be payable (x) only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount redemptions of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect mailed to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) Noteholders as provided in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangeSection 10.2.

Payment of Principal and Interest. Payments The Borrower shall pay principal and Interest on the Advances as follows: (a) 100% of the outstanding principal amount of each Advance, together with all accrued and unpaid Interest thereon, shall be payable on the Final Maturity Date. (b) Interest shall accrue on the unpaid principal amount of each Advance from the date of such Advance until such principal amount is paid in full. The interest and principal will be made rates applicable to the Holder at Advances shall be determined by the address Administrative Agent in accordance with the applicable provisions hereof, and such determination shall be conclusive absent manifest error. (c) Accrued Interest on each Advance shall be payable in arrears (x) on each Payment Date, and (y) in connection with any prepayment in full of such Holder appearing on the Register (as defined in this Indenture) at the close of business on the 15th calendar day (whether or not a Business Day) prior Advances pursuant to any due date for the payment on such Note (the “Regular Record Date”Section 2.05(a), ; provided that (i) with respect to any prepayment in full of the case Advances outstanding, accrued Interest on such amount to but excluding the date of Global Notes, by a Paying Agent by wire transfer of immediately available funds prepayment may be payable on such date or as otherwise agreed to Holders to an account at a bank located within between the United States as designated by each Holder not less than fifteen calendar days prior to Lenders and the applicable payment date, Borrower and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note partial prepayment of the Advances outstanding, accrued Interest on any such amount to but excluding the date of Maturity will prepayment shall be made in immediately available funds upon surrender of payable following such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments prepayment on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made Payment Date in accordance with the provisions Priority of this Indenture and Payments for the applicable procedures of DTC. PIK Interest will be payable Collection Period in which such prepayment occurred. (xd) with respect Subject in all cases to Notes represented by one or more Global Notes registered in Section 2.04(e), the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount obligation of the outstanding Global Note by an amount equal Borrower to pay the amount Obligations, including the obligation of the PIK Payment for Borrower to pay the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce Lenders the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note Advances and accrued interest thereon, shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms hereof (including Section 2.12), under any and all circumstances and irrespective of this Indenture any setoff, counterclaim or defense to payment which the Borrower or any other Person may have or have had against any Secured Party or any other Person. (e) No recourse shall be recorded. All Notes issued pursuant to a PIK Payment will mature on had against any officer, director, employee, shareholder, owner, Affiliate, member, manager, agent, partner, principal or incorporator of the Stated Maturity Date and will be governed by, and subject to Borrower or their respective successors or assigns for any amounts payable by the terms, provisions and conditions of, Borrower under this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangeAgreement.

Payment of Principal and Interest. Payments (a) The principal of each Series of Notes shall be payable at the times and in the amounts set forth in the related Series Supplement and in accordance with Section 8.1. (b) Each Series of Notes shall accrue interest as provided in the related Series Supplement and such interest shall be payable at the times and in the amounts set forth in the related Series Supplement and in accordance with Section 8.1. (c) Any installment of interest and principal will or principal, if any, payable on any Note which is punctually paid or duly provided for by the Issuer on the applicable Settlement Date shall be made paid to the Holder at the address of Person in whose name such Holder appearing on the Register (as defined in this Indenture) Note is registered at the close of business on any Record Date with respect to a Settlement Date for such Note and such Person shall be entitled to receive the 15th calendar day principal and interest payable on such Settlement Date notwithstanding the cancellation of such Note upon any registration of transfer, exchange or substitution of such Note subsequent to such Record Date, by check mailed first-class, postage prepaid, to such Person’s address as it appears on the Note Register on such Record Date or, if the related investor has provided the Trustee wiring instructions at least five (whether or not a 5) Business Day) Days prior to any due date for the payment on such Note (the “Regular Record related Settlement Date”), (i) in the case of Global Notes, by a Paying Agent then by wire or electronic funds transfer of in immediately available funds to Holders to an the account at a bank located within the United States as designated by each the Holder not less than fifteen calendar days prior of such Note, except that, unless Definitive Notes have been issued pursuant to Section 2.18, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire or electronic funds transfer in immediately available funds to the applicable payment date, account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Settlement Date or on the Legal Final Settlement Date (iiand except for the Redemption Price for any Note called for redemption pursuant to Section 15.1) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity which shall be payable as provided herein; except that, any interest payable at maturity shall be paid to the Person to whom the principal of such Note is payable. The funds represented by any such checks returned undelivered shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made held in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangeSection 2.8.

Payment of Principal and Interest. Payments (a) The Series 2020 Bonds shall be authenticated, as provided in Section 3.10 hereof, on such date as it shall be delivered and shall bear interest from such date of delivery. Additional Bonds shall be authenticated and bear interest as provided in a Supplemental Agreement prescribing the terms and conditions thereof. (b) Subject to the provisions of Section 3.18 hereof, the principal will of and premium, if any, on the Series 2020 Bonds shall be paid in immediately available funds by check or draft drawn upon the Trustee to the Holders thereof; provided that payment on final maturity shall only be made upon presentation and surrender thereof when due at the principal corporate trust office of the Trustee; provided further, that in the event that the Series 2020 Bonds are not held under a book-entry system, any Holder in an aggregate principal amount of not less than $1,000,000 may, by prior written instructions filed with the Trustee prior to the close of business on the applicable Record Date (which instructions shall remain in effect until revoked by subsequent written instructions) request that principal and premium payments be made by wire transfer or other means acceptable to the Trustee to an address in the continental United States. Subject to the provisions of Section 3.18 hereof, the interest on the Series 2020 Bonds shall be paid by check or draft drawn upon the Trustee and mailed to the Holders in whose names the Series 2020 Bonds are registered on the Record Date; provided, that in the event that the Series 2020 Bonds are not held under a book-entry system, any Holder at in an aggregate principal amount of not less than $1,000,000 may, by prior written instructions filed with the Trustee prior to the close of business on the applicable Record Date (which instructions shall remain in effect until revoked by subsequent written instructions) request that interest payments for any period be made by wire transfer or other means acceptable to the Trustee to an address in the continental United States. (c) Any interest on any Bond which is payable, but is not punctually paid or duly provided for, on any Bond Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to a Holder of such Holder appearing Bond on the Register (as defined relevant Regular Record Date by virtue of having been such Holder. The Trustee may elect to make payment of any Defaulted Interest to the persons in this Indenture) whose names the Series 2020 Bonds are registered at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Special Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) for the payment of such Defaulted Interest, which shall be fixed in accordance with the procedures set forth below or in any lawful manner following manner. The Trustee shall determine the amount of Defaulted Interest proposed to be paid on each Bond and the date of the proposed payment, shall fix a date (a “Special Record Date”) which shall be not inconsistent with more than 15 nor less than 10 days prior to the requirements date of any stock exchange on which the Notes may be listedproposed payment, and upon shall cause notice of the proposed payment of such notice Defaulted Interest and the Special Record Date therefor to be mailed first class, postage prepaid, to each Holder at his address as may it appears on the Register not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be required by paid to the Persons in whose names the Series 2020 Bonds are registered on such exchangeSpecial Record Date.

Payment of Principal and Interest. Payments The Borrower shall pay principal and Interest on the Advances as follows: (a) 100% of interest the outstanding principal amount of each Advance, together with all accrued and unpaid Interest thereon, shall be payable on the Final Maturity Date. (b) Interest shall accrue on the unpaid principal will amount of each Advance from the date of such Advance until such principal amount is paid in full. The Administrative Agent shall, prior to each Payment Date, determine the accrued and unpaid Interest for the related Interest Accrual Period (using the Interest Rate applicable during such Interest Accrual Period) and Unused Fees, in each case, as of the related Determination Date, to be made paid by the Borrower on such Payment Date for the related Interest Accrual Period and shall advise each Lender, the Collateral Agent and the Servicer thereof and shall send a consolidated invoice of all such Interest and Unused Fees to the Holder at the address of such Holder appearing Borrower on the Register third (as defined in this Indenture3rd) at the close of business on the 15th calendar day (whether or not a Business Day) Day prior to any due date for the payment on Payment Date Report Determination Date with respect to such Note Payment Date. (the “Regular Record Date”), c) Accrued and unpaid Interest shall be payable in arrears (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by on each Holder not less than fifteen calendar days prior to the applicable payment datePayment Date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on connection with any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note prepayment of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect Advances pursuant to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructionsSection 2.06(a); provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered any prepayment in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount full of the outstanding Global Note by an Advances outstanding, accrued and unpaid Interest on such amount equal to through the amount date of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes prepayment shall be calculated based payable on such increased principal amount) date or as otherwise agreed to between the Lenders and the Borrower and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders any partial prepayment of the underlying Notes in an aggregate principal Advances outstanding, accrued and unpaid Interest on such amount equal to through the amount date of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof prepayment shall be payable on the relevant record date, as shown Payment Date following such prepayment (or on such date of prepayment if requested by the records Administrative Agent). (d) The obligation of the register of such Holders. Following an increase in Borrower to pay the principal amount Obligations, including the obligation of the outstanding Global Notes as a result of a PIK Payment, Borrower to pay the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce Lenders the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note Advances and accrued Interest thereon, shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made be absolute and unconditional, and shall be paid strictly in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date hereof (including Section 2.15), under any and will be governed by, all circumstances and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements irrespective of any stock exchange on setoff, counterclaim or defense to payment which the Notes Borrower or any other Person may be listed, and upon such notice have or have had against any Secured Party or any other Person except as may be required by such exchangeotherwise provided under the Facility Documents.

Payment of Principal and Interest. Payments (a) Sections 307 and 1001 of the Base Indenture shall apply to the Notes; provided, however, that, with respect to any Noteholder with an aggregate principal amount in excess of $1,000,000, at the application of such Holder in writing to the Security Registrar not later than the relevant record date, accrued and unpaid interest on such Holder’s Notes shall be paid by wire transfer in immediately available funds to such Holder’s account in the United States supplied by such Holder from time to time to the Trustee and principal will be Paying Agent (if different from Trustee); provided further that payment of accrued and unpaid interest made to the Holder at Depositary shall be paid by wire transfer in immediately available funds in accordance with such wire transfer instructions and other procedures provided by the address of such Holder appearing on the Register Depositary from time to time. (b) Except as defined otherwise provided in this Indenture) Section 4.01(b), a Holder of any Notes at the close of business on the 15th calendar day (whether or not a Business Day) prior Record Date shall be entitled to any due date for the payment receive interest on such Note (Notes on the “Regular corresponding Interest Payment Date. A Holder of any Notes as of a Record Date”), (i) in Date that are exchanged after the case close of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days business on such Record Date and prior to the applicable payment date, and (ii) in opening of business on the case corresponding Interest Payment Date shall be entitled to receive interest on the principal amount of Certificated such Notes, by notwithstanding the exchange of such Notes prior to such Interest Payment Date. However, a Paying Agent by mailing Holder that surrenders any Notes for exchange between the close of business on a check Record Date and the opening of business on the corresponding Interest Payment Date shall be required to pay the Company an amount equal to the Holder interest payable by the Company with respect to such Notes on such Interest Payment Date at the address of time such Holder; Holder surrenders such Notes for exchange, provided, however, that (a) interest payable this sentence shall not apply to a Holder that exchanges Notes: a. in respect of which the Company has given notice of redemption pursuant to Section 3.03 on any date of Maturity shall be payable a Redemption Date that is after the relevant Record Date and on or prior to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding relevant Interest Payment Date shall be made on Date; or b. to the Interest Payment Date following extent of any overdue interest, if any overdue interest exists at the next succeeding Regular Record Date for such Note time of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent exchange with respect to such Note not less than fifteen calendar days Notes; c. in connection with a Fundamental Change in which the Company has specified a Fundamental Change Repurchase Date that is after a Record Date and on or prior to the applicable payment datenext Interest Payment Date; or d. after the Record Date immediately preceding the Maturity Date. In the event Accordingly, a Holder that payment is so made in accordance with instructions exchanges Notes under any of the Holdercircumstances described in clauses (i), such wire transfer shall (ii), (iii) or (iv) above will not be deemed required to constitute full and complete payment of such principal, premium and/or pay to the Company an amount equal to the interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne payable by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchange.

Payment of Principal and Interest. Payments (a) The principal of the Convertible Notes shall be due at Stated Maturity (unless earlier redeemed, accelerated, purchased or converted). The unpaid principal amount of the Convertible Notes shall bear interest and principal will at the rate of 6% per annum until paid. Interest for each Interest Period shall be made paid semi-annually in arrears on each Interest Payment Date to the Holder Person in whose name the Convertible Notes are registered on the Regular Record Date for such Interest Payment Date, provided that interest payable at the address Stated Maturity of principal or on a Redemption Date or Purchase Date as provided herein shall be paid to the Person to whom principal is payable, except as otherwise provided herein. Any such Holder appearing interest that is not so punctually paid or duly provided for shall forthwith cease to be payable to the Holders on such Regular Record Date and may either be paid to the Register (as defined Person or Persons in this Indenture) whose name the Convertible Notes are registered at the close of business on the 15th calendar day a special record date (whether or not a Business Day“Special Record Date”) prior to any due date for the payment on of such Note (defaulted interest to be fixed by the “Regular Record Date”)Trustee, (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds notice whereof shall be given to Holders to an account at a bank located within of the United States as designated by each Holder Convertible Notes not less than fifteen calendar ten days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Special Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global NoteDate, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing paid at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or any time in any other lawful manner not inconsistent with the requirements of any stock exchange securities exchange, if any, on which the Convertible Notes may shall be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Base Indenture. (b) Payments of interest on the Convertible Notes shall include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for the Convertible Notes shall be computed and paid on the basis of a 360-day year of twelve, 30-day months. In the event that any date on which interest is payable on the Convertible Notes is not a Business Day, then a payment of the interest payable on such date shall be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), with the same force and effect as if made on the date the payment was originally payable. (c) Subject to the rules of the Depositary with respect thereto, payment of the principal and interest due at the Stated Maturity or earlier redemption, purchase or conversion of the Convertible Notes shall be made upon surrender of the Convertible Notes at the Corporate Trust Office of the Trustee. The Company will pay cash amounts in money of the United States that at the time of payment is legal tender for payment of public and private debts. The Company may pay interest, the Redemption Price, Purchase Price, Change in Control Purchase Price and the principal amount at Stated Maturity, as the case may be, by check or wire payable in such money; provided, however that a Holder holding Convertible Notes with an aggregate principal amount in excess of $2,000,000 will be paid by wire transfer in immediately available funds at the election of such Holder. The Company may mail an interest check to the Holder’s registered address. Notwithstanding the foregoing, so long as this Convertible Note is registered in the name of a Depositary or its nominee, all payments hereon shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee.

Payment of Principal and Interest. Payments The Borrower shall pay principal and Interest on the Advances as follows: (a) 100% of interest the outstanding principal amount of each Advance, together with all accrued and unpaid Interest thereon, shall be payable on the Final Maturity Date. (b) Interest shall accrue on the unpaid principal will amount of each Advance from the date of such Advance until such principal amount is paid in full. The Collateral Agent shall determine the unpaid Interest and Commitment Fees payable thereto prior to each Payment Date using the applicable Interest Rate for the related Interest Accrual Period to be made paid by the Borrower with respect to each Advance on each Payment Date for the related Interest Accrual Period and shall advise each Lender and the Collateral Manager thereof and shall send a consolidated invoice of all such Interest and Commitment Fees to the Holder at the address of such Holder appearing Borrower on the Register third (as defined in this Indenture3rd) at the close of business on the 15th calendar day (whether or not a Business Day) Day prior to any due date for the payment such Payment Date. (c) Accrued Interest on such Note (the “Regular Record Date”), each Advance shall be payable in arrears (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by on each Holder not less than fifteen calendar days prior to the applicable payment datePayment Date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on connection with any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note prepayment in full of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect Advances pursuant to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructionsSection 2.05(a); provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered any prepayment in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount full of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Advances outstanding, accrued Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) amount through the date of prepayment may be payable on such date or as otherwise agreed to between the Lenders and the Borrower and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders any partial prepayment of the underlying Notes in an aggregate principal Advances outstanding, accrued Interest on such amount equal to through the amount date of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof prepayment shall be payable on the relevant record datePayment Date following such prepayment. (d) Subject in all cases to Section 2.04(f), as shown by the records obligation of the register of such Holders. Following an increase in Borrower to pay the principal amount Obligations, including the obligation of the outstanding Global Notes as a result of a PIK Payment, Borrower to pay the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce Lenders the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note Advances and accrued interest thereon, shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms hereof (including Section 2.14), under any and all circumstances and irrespective of this Indenture shall be recorded. All Notes issued pursuant any setoff, counterclaim or defense to payment which the Borrower or any other Person may have or have had against any Secured Party or any other Person. (e) As a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject condition to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity of and Interest on any Advance without the Notesimposition of withholding tax, the Issuer Borrower or either Agent may require certification acceptable to it to enable the GuarantorsBorrower and the Agents to determine their duties and liabilities with respect to any taxes or other charges that they may be required to deduct or withhold from payments in respect of such Advance under any present or future law or regulation of the United States and any other applicable jurisdiction, as applicableor any present or future law or regulation of any political subdivision thereof or taxing authority therein or to comply with any reporting or other requirements under any such law or regulation. (f) Notwithstanding any other provision of this Agreement, will pay the Defaulted Interest (as defined below) obligations of the Borrower under this Agreement are limited recourse obligations of the Borrower payable solely from the Collateral in accordance with the procedures set forth below Priority of Payments and, following realization of the Collateral, and application of the proceeds thereof in accordance with the Priority of Payments and, subject to Section 2.12, all obligations of and any claims against the Borrower hereunder or in connection herewith after such realization shall be extinguished and shall not thereafter revive. No recourse shall be had against any lawful manner officer, director, employee, shareholder, Affiliate, member, manager, agent, partner, principal or incorporator of the Borrower or their respective successors or assigns for any amounts payable under this Agreement. It is understood that the foregoing provisions of this clause (f) shall not inconsistent with (i) prevent recourse to the requirements Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral or (ii) constitute a waiver, release or discharge of any stock exchange on which indebtedness or obligation evidenced by this Agreement until such Collateral has been realized. It is further understood that the Notes may foregoing provisions of this clause (f) shall not limit the right of any Person to name the Borrower as a party defendant in any proceeding or in the exercise of any other remedy under this Agreement, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be listed, and upon such notice as may be required by such exchangeasked for or (if obtained) enforced against the Borrower.

Payment of Principal and Interest. Payments Unless otherwise specified pursuant to Section 2.01(d), interest on the Debentures shall be computed on the basis of a 360-day year composed of twelve 30-day months. Unless otherwise provided with respect to a series of Debentures, (i) the principal and Redemption Price of and interest and principal will on each Debenture shall be made to payable in such coin or currency of the Holder United States of America as at the address time of such Holder appearing on the Register (as defined in this Indenture) at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date payment is legal tender for the payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, public and private debts; (ii) in the case principal and Redemption Price of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) any Debenture and interest payable on any date of the Stated Maturity Date (if other than an Interest Payment Date) or Redemption Date shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note Debenture at the specified office or agency of any Paying Agent with respect therefor; and (iii) interest on any Debenture shall be paid on each Interest Payment Date therefor to the Holder thereof at the close of business on the Record Date therefor, such interest to be payable by check mailed to the address of the Person entitled thereto as such address appears on the Register; provided however, that Note and accompanied (1) at the written request of the Holder of at least $10,000,000 aggregate principal amount of Debentures received by the Registrar not later than the Regular Record Date for such Interest Payment Date, interest accrued on such Debenture will be payable by wire transfer instructions; within the continental United States in immediately available funds to the bank account number of such Holder specified in such request and entered on the Register by the Registrar and (2) payments made in respect of global Debentures shall be made in immediately available funds to the Depositary. Except as specified pursuant to Section 2.01 or Section 4.01(b) hereof, interest on any Debenture which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Debenture (or one or more Predecessor Debentures) is registered at the Certificated Note close of business on the Regular Record Date for such interest. Any interest on any Debenture which is presented payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (1) and (2) below: (1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Debentures (or their respective Predecessor Debentures) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall, not less than 15 Business Days prior to the date of the proposed payment, notify the Trustee and the Paying Agent in writing of the amount of Defaulted Interest proposed to be paid on each Debenture and the date of the proposed payment, and at the same time for such the Company shall deposit with the Paying Agent an amount of money equal to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will the aggregate amount proposed to be borne by the Holders paid in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything Defaulted Interest or shall make arrangements satisfactory to the contrary Paying Agent for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Article 2Clause provided. The Special Record Date for the payment of such Defaulted Interest shall be the close of business on the tenth calendar day prior to the date of the proposed payment. The Trustee shall, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on at the Note will be made to DTC, as the Registered Holder expense of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies Company, cause notice of the Issuer that it is unwilling or unable to continue as depositary for proposed payment of such Global Note, or DTC ceases Defaulted Interest and the Special Record Date therefor to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form given to the Holders thereof, not less than 7 calendar days prior to such Special Record Date. Notice of the underlying Notes in an aggregate principal amount equal proposed payment of such Defaulted Interest and the Special Record Date therefor having been given, such Defaulted Interest shall be paid to the amount Persons in whose names the Debentures (or their respective Predecessor Debentures) are registered at the close of PIK Payment for the applicable Interest Period (rounded up business on such Special Record Date and shall no longer be payable pursuant to the nearest whole Dollarfollowing Clause (2). . (2) The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof Company may make payment of any Defaulted Interest on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or Debentures in any other lawful manner not inconsistent with the requirements of any stock securities exchange on which the Notes such Debentures may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee and the Paying Agent of the proposed payment pursuant to this Clause, such manner of payment shall be deemed practicable by the Paying Agent. Subject to the foregoing provisions of this Section, each Debenture delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Debenture shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Debenture.

Payment of Principal and Interest. Payments (a) Unless otherwise specified pursuant to Section 2.01(d) hereof, interest on the Debentures shall be computed on the basis of a 360-day year composed of twelve 30-day months, except that for any period shorter than a full calendar month, interest and principal will be computed on the basis of the actual number of days elapsed in such period. (b) Unless otherwise provided with respect to a series of Debentures, (1) the principal and Redemption Price of and interest on each Debenture shall be payable in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts; (2) the principal and Redemption Price of any Debenture and interest payable on the Stated Maturity Date (if other than an Interest Payment Date) or Redemption Date shall be payable upon surrender of such Debenture at the office or agency of any Paying Agent therefor; provided, however, that payments of such principal, Redemption Price or interest in respect of the Series 1998 Debentures to Trust II as the sole holder thereof or in respect of Global Debentures shall be made in immediately available funds to Property Trustee II on behalf of Trust II or to the Depository pursuant to Section 2.12 hereof, as the case may be; and (3) interest on any Debenture (other than on the Stated Maturity Date or Redemption Date) shall be paid on each Interest Payment Date therefor to the Holder at the address of such Holder appearing on the Register (as defined in this Indenture) thereof at the close of business on the 15th calendar day Regular Record Date therefor, such interest to be payable at the option of the Company by (whether i) check mailed to the address of the Person entitled thereto as such address appears on the Securities Register or not a (ii) by transfer to an account maintained by the person entitled thereto as specified in the Securities Register; provided that proper and timely transfer instructions have been received ten Business Day) Days prior to any due date for the payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, provided however, that (aaa) interest payable on any date at the written request of Maturity shall be payable the Holder of at least $10,000,000 aggregate principal amount of Debentures received by the Registrar not later than ten Business Days prior to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall Date, such interest accrued on such Debenture will be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment payable by wire transfer but only if appropriate payment instructions have been received within the continental United States in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior immediately available funds to the applicable payment date. In bank account number of such Holder specified in such request and entered on the event that payment is so Securities Register by the Registrar and (bb) payments of such interest made in accordance with instructions respect of the Holder, such wire transfer Series 1998 Debentures to Trust I as the sole holder thereof or in respect of Global Debentures shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender to Property Trustee II on behalf of such Note at Trust II or the specified office of any Paying Agent with respect Depository pursuant to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTCSection 2.12 hereof, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes case may be. (c) Except as specified pursuant to Section 2.01 or Section 4.01(b) hereof, interest on any Debenture which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be issued paid to the Person in certificated form in exchange for a Global Note only if whose name that Debenture (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes Predecessor Debentures) is registered in at the name of, or held by, DTC or its nominee close of business on the relevant record dateRegular Record Date for such interest. Any interest (as used in this Indenture, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent term "interest" shall include quarterly interest payments, interest on quarterly interest payments not paid on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed byDate, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the GuarantorsAdditional Sums, as applicable) on any Debenture which is payable, will pay but is not punctually paid or duly provided for, on any Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (as defined 1) and (2) below: (1) The Company may elect to make payment of any Defaulted Interest to the Persons in accordance whose names the Debentures (or their respective Predecessor Debentures) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall, not less than 15 Business Days prior to the date of the proposed payment, notify the Trustee and the Paying Agent in writing of the amount of Defaulted Interest proposed to be paid on each Debenture and the date of the proposed payment, and at the same time the Company shall deposit with the procedures set forth below Paying Agent an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Paying Agent for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. The Special Record Date for the payment of such Defaulted Interest shall be the close of business on the tenth calendar day prior to the date of the proposed payment. The Trustee shall, in the name and at the expense of the Company, cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to the Holders thereof, not less than 7 calendar days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been given, such Defaulted Interest shall be paid to the Persons in whose names the Debentures (or their respective Predecessor Debentures) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (2). (2) The Company may make payment of any Defaulted Interest on the Debentures in any other lawful manner not inconsistent with the requirements of any stock securities exchange on which the Notes such Debentures may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee and the Paying Agent of the proposed payment pursuant to this Clause, such manner of payment shall be deemed practicable by the Paying Agent. (d) Subject to the foregoing provisions of this Section, each Debenture delivered under this Junior Indenture upon registration of transfer of or in exchange for or in lieu of any other Debenture shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Debenture.

Payment of Principal and Interest. Payments (a) Each Class of Notes will accrue interest at the Note Interest Rate for such Class. Interest on each Note will be due and payable on each Payment Date as specified in such Note. Interest on the Class A-1 Notes will be computed on the basis of actual number of days elapsed and a 360-day year. Interest on all other Classes of Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. (b) Interest and principal payments on each Class of Notes will be made ratably to the Holder at the address Noteholders of such Holder appearing Class entitled to such payments. On each Payment Date, distributions to be made with respect to interest on and principal of the Register (as defined in this Indenture) at Book-Entry Notes will be paid to the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent Registered Noteholder by wire transfer of in immediately available funds to Holders to an the account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior the nominee of the Clearing Agency (initially, such nominee will be Cede & Co.). Distributions to be made with respect to interest on and principal of the Definitive Notes will be paid to the applicable payment date, and Registered Noteholder (iii) in the case of Certificated Notes, by a Paying Agent by mailing a check if such Noteholder has provided to the Holder Note Registrar appropriate instructions at the address of least five Business Days before such Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Payment Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate original principal amount of such Noteholder’s Notes may request payment is at least $1,000,000, by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender to the account of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, Noteholder or (ii) an Event of Default has occurred and is continuing with respect by check mailed first class mail, postage prepaid, to such Notes Registered Noteholder’s address as it appears on the Note Register on the related Record Date. However, the final installment of principal (whether payable by wire transfer or check) of each Note on a Payment Date, the Redemption Date or the applicable Final Scheduled Payment Date will be payable only upon presentation and Holders have made a request to DTC for exchange surrender of such Global Note Note. The Indenture Trustee will notify each Registered Noteholder of the date on which the Issuer expects that the final installment of principal of and interest on such Registered Noteholder’s Notes will be paid not later than five days before such date. Such notice will specify the place where such Notes may be presented and surrendered for Certificated Notes, provided in each case payment of such installment. All funds paid by wire transfers or checks that such transfer or exchange is made are returned undelivered will be held in accordance with the provisions Section 3.3. (c) The principal of this Indenture and the applicable procedures of DTC. PIK Interest each Note will be payable (x) with respect in installments on each Payment Date as specified in such Note; provided, that the Issuer will have the option to redeem such Notes represented by one or more Global in whole pursuant to Section 10.01. The entire unpaid Note Balance of each Class of Notes registered in the name of, or held by, DTC or its nominee will be due and payable on the relevant record date, by increasing the principal amount earlier of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the their applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Final Scheduled Payment Date and will bear interest from and after such datethe Redemption Date. Excess Cash Payments made to Holders shall applyNotwithstanding the foregoing, on a dollar-for-dollar basis, to reduce the outstanding entire unpaid principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall will be recorded. All Notes issued pursuant to a PIK Payment will mature due and payable on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange date on which the Notes may are declared to be listed, immediately due and upon such notice as may be required by such exchangepayable in the manner provided in Section 5.2(a).

Payment of Principal and Interest. Payments The Borrower shall pay principal and Interest on the Advances as follows: (a) 100% of interest the outstanding principal amount of each Advance, together with all accrued and unpaid Interest thereon, shall be payable on the Final Maturity Date. (b) Interest shall accrue on the unpaid principal will amount of each Advance from the date of such Advance until such principal amount is paid in full. The Administrative Agent shall, prior to each Payment Date, determine the accrued and unpaid Interest for the related Interest Accrual Period and Unused Fees payable thereto using the Interest Rate applicable thereto during such Interest Accrual Period to be made paid by the Borrower on each Payment Date for the related Interest Accrual Period and shall advise each Lender, the Collateral Agent and the Investment Advisor thereof and shall send a consolidated invoice of all such Interest and Unused Fees to the Holder at the address of such Holder appearing Borrower on the Register third (as defined in this Indenture3rd) at the close of business on the 15th calendar day (whether or not a Business Day) Day prior to any due date for the payment on Payment Date Report Determination Date with respect to such Note Payment Date. (the “Regular Record Date”), c) Accrued and unpaid Interest shall be payable in arrears (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by on each Holder not less than fifteen calendar days prior to the applicable payment datePayment Date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on connection with any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note prepayment of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 Advances pursuant to Section 2.06(a) or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructionsSection 2.06(b)(iii); provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered any prepayment in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount full of the outstanding Global Note by an Advances outstanding, accrued and unpaid Interest on such amount equal to through the amount date of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes prepayment shall be calculated based payable on such increased principal amount) date or as otherwise agreed to between the Lenders and the Borrower and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders any partial prepayment of the underlying Notes in an aggregate principal Advances outstanding, accrued and unpaid Interest on such amount equal to through the amount date of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof prepayment shall be payable on the relevant record date, as shown Payment Date following such prepayment (or on such date of prepayment if requested by the records Administrative Agent). (d) The obligation of the register of such Holders. Following an increase in Borrower to pay the principal amount Obligations, including the obligation of the outstanding Global Notes as a result of a PIK Payment, Borrower to pay the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce Lenders the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note Advances and accrued interest thereon, shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made be absolute and unconditional, and shall be paid strictly in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date hereof (including Section 2.15), under any and will be governed by, all circumstances and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements irrespective of any stock exchange on setoff, counterclaim or defense to payment which the Notes Borrower or any other Person may be listed, and upon such notice have or have had against any Secured Party or any other Person except as may be required by such exchangeotherwise provided under the Facility Documents.

Payment of Principal and Interest. Payments (a) The Notes shall accrue interest at their respective Interest Rates, and such interest shall be payable on each Payment Date as specified therein, subject to Sections 3.01 and 8.03. In the case of the Class A-2-B Notes, the Interest Rate thereon shall be a floating rate determined for each Interest Period as set forth in Section 8.03(f). Any installment of interest and or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer, except that, with respect to Notes registered on the Record Date in the name of the nominee or the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the Holder at account designated by such nominee; provided, however, that the address final installment of principal payable with respect to such Holder appearing Note on a Payment Date or on the Register Final Scheduled Payment Date for such Note (and except for the Note Redemption Price for any Note called for pursuant to Section 10.01), which shall be payable as defined provided below. The funds represented by any such checks returned undelivered shall be held in this Indentureaccordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 8.03. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the earliest of (i) date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or the Majority Noteholders of the Controlling Class have declared the Notes to be immediately due and payable in the manner provided in Section 5.02, (ii) the Final Scheduled Payment Date for such Class of Notes and (iii) the Redemption Date, if any. All principal payments on the Notes shall be made pro rata to the Noteholders entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for Record Date preceding the payment Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note (the “Regular Record Date”), (i) in the case of Global Notes, will be paid. Such notice shall be mailed or transmitted by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days facsimile prior to the applicable payment date, such final Payment Date and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of shall specify that such Holder; provided, however, that (a) interest payable on any date of Maturity shall final installment will be payable to the Person to whom principal shall be payable only upon presentation and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at and shall specify the specified office place where such Note may be presented and surrendered for payment of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal proceduresinstallment. The Issuer will pay any administrative costs imposed by banks Notices in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect redemptions of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable mailed to continue Noteholders as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable Section 10.02. (xc) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default defaults in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or shall pay defaulted interest (plus interest on such defaulted interest to the Guarantorsextent lawful) at the applicable Interest Rate, as applicable, will which shall be due and payable on the Payment Date following such default. The Issuer shall pay such defaulted interest to the Defaulted Interest (as defined below) in accordance with Persons who are Noteholders on the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon Record Date for such notice as may be required by such exchangefollowing Payment Date.

Payment of Principal and Interest. Payments of interest and principal will be made to the Holder at the address of such Holder appearing on the Register (as defined in this Indenture) at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) The Notes will accrue interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to at the applicable payment dateNote Rate. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments Interest on the Note will be due and payable on each Payment Date as specified in such Note. Interest on the Class A-1 Notes will be computed on the basis of actual days elapsed in the related Interest Period and a 360-day year. Interest on the Class A-2 Notes and the Class B Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. (b) Interest and principal payments on the Notes will be made ratably to DTCthe Noteholders entitled to such payments. On each Payment Date, as distributions to be made with respect to interest on and principal of the Definitive Notes will be paid to the Registered Holder of Noteholder (i) if such Noteholder has provided to the Note Registrar appropriate instructions at least five Business Days before such Payment Date (which instructions will remain in effect until the Noteholder provides new instructions to the Note Registrar in accordance with DTCthis Section) and the aggregate original principal amount of such Noteholder’s applicable procedures. Notes shall be issued is at least $1,000,000, by wire transfer in certificated form in exchange for a Global Note only if (i) DTC notifies immediately available funds to the Issuer that it is unwilling or unable to continue as depositary for account of such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, Noteholder or (ii) an Event of Default has occurred and is continuing by check mailed first class mail, postage prepaid, to such Registered Noteholder’s address as it appears on the Note Register on the related Record Date. Distributions to be made with respect to interest on and principal of Book-Entry Notes will be paid to the Registered Noteholder by wire transfer in immediately available funds to the account designated by the nominee of the Clearing Agency. However, the final installment of principal (whether payable by wire transfer or check) of each Note on the Payment Date on which the Notes are being redeemed pursuant to Section 3.13 or the applicable Maturity Date will be payable only upon presentation and surrender of such Note. The Indenture Trustee will notify each Registered Noteholder of the date on which the Issuer expects that the final installment of principal of and interest on such Registered Noteholder’s Notes will be paid not later than ten days before such date. Such notice will specify the place where such Notes may be presented and Holders have made a request to DTC surrendered for exchange payment of such Global Note for Certificated Notes, provided in each case installment. All funds paid by wire transfers or checks that such transfer or exchange is made are returned undelivered will be held in accordance with the provisions Section 4.5(c). (c) The principal of this Indenture and the applicable procedures of DTC. PIK Interest each Note will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee installments on each Payment Date as specified in such Note. The entire unpaid Note Balance for any Class will be due and payable on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as earlier of the applicable Interest Maturity Date and the Payment Date and will bear interest from and after such dateon which the Notes are being redeemed pursuant to Section 3.13. Excess Cash Payments made to Holders shall applyNotwithstanding the foregoing, on a dollar-for-dollar basis, to reduce the outstanding entire unpaid principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall will be recorded. All Notes issued pursuant to a PIK Payment will mature due and payable on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange date on which the Notes may are declared to be listedimmediately due and payable in the manner provided in Section 7.2. (d) All amounts applied as principal payments on the Notes will be paid sequentially to the Class A-1 Noteholders until the Note Balance of the Class A-1 Notes has been reduced to zero, then to the Class A-2 Noteholders until the Note Balance of the Class A-2 Notes has been reduced to zero, and upon such notice as may be required by such exchangethen to the Class B Noteholders until the Note Balance of the Class B Notes has been reduced to zero.

Payment of Principal and Interest. Payments (a) Each Class of Notes will accrue interest at the applicable Note Interest Rate. Interest on each Note will be due and payable on each Payment Date as specified in such Note. Interest on the Class A-1 Notes will be computed on the basis of actual number of days elapsed and a 360-day year. Interest on all other Classes of Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. (b) Interest and principal payments on each Class of Notes will be made ratably to the Holder at the address Noteholders of such Holder appearing Class entitled to such payments. On each Payment Date, distributions to be made with respect to interest on and principal of the Register (as defined in this Indenture) at Book-Entry Notes will be paid to the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent Registered Noteholder by wire transfer of in immediately available funds to Holders to an the account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior the nominee of the Clearing Agency (initially, such nominee will be Cede & Co.). Distributions to be made with respect to interest on and principal of the Definitive Notes will be paid to the applicable payment date, and Registered Noteholder (iii) in the case of Certificated Notes, by a Paying Agent by mailing a check if such Noteholder has provided to the Holder Note Registrar appropriate instructions at the address of least five Business Days before such Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Payment Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate original principal amount of such Noteholder’s Notes may request payment is at least $1,000,000, by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender to the account of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, Noteholder or (ii) an Event of Default has occurred and is continuing with respect by check mailed first class mail, postage prepaid, to such Notes Registered Noteholder’s address as it appears on the Note Register on the related Record Date. However, the final installment of principal (whether payable by wire transfer or check) of each Note on a Payment Date, the Redemption Date or the applicable Final Scheduled Payment Date will be payable only upon presentation and Holders have made a request to DTC for exchange surrender of such Global Note Note. The Indenture Trustee will notify each Registered Noteholder of the date on which the Issuer expects that the final installment of principal of and interest on such Registered Noteholder’s Notes will be paid not later than five days before such date. Such notice will specify the place where such Notes may be presented and surrendered for Certificated Notes, provided in each case payment of such installment. All funds paid by wire transfers or checks that such transfer or exchange is made are returned undelivered will be held in accordance with the provisions Section 3.3. (c) The principal of this Indenture and the applicable procedures of DTC. PIK Interest each Note will be payable (x) with respect to in installments on each Payment Date as specified in such Note. The entire unpaid Note Balance of each Class of Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee will be due and payable on the relevant record date, by increasing the principal amount earlier of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the its applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Final Scheduled Payment Date and will bear interest from and after such datethe Redemption Date. Excess Cash Payments made to Holders shall applyNotwithstanding the foregoing, on a dollar-for-dollar basis, to reduce the outstanding entire unpaid principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall will be recorded. All Notes issued pursuant to a PIK Payment will mature due and payable on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange date on which the Notes may are declared to be listed, immediately due and upon such notice as may be required by such exchangepayable in the manner provided in Section 5.2(a).

Payment of Principal and Interest. Payments of interest and principal will be made to the Holder at the address of such Holder appearing on the Register (as defined in this Indenture) at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity Redemption Date shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity Redemption Date will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity the Redemption Date on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchange.

Payment of Principal and Interest. Payments (a) The Company covenants and agrees for the benefit of the Holders of the Notes that it will duly and punctually pay or cause to be paid the principal of and interest on each of the Notes (including Additional Amounts), and principal any other payments to be made by the Company under the Notes and this Indenture, at the place or places, at the respective times and in the manner provided in such Notes and this Indenture. Interest (and principal, if any, payable other than at the final maturity or upon acceleration or redemption) will be made payable in immediately available funds to the Holder at the address of such Holder appearing on the Register (as defined Person in this Indenture) whose name a Note is registered at the close of business on the 15th calendar day (whether Regular Record Date next preceding each Interest Payment Date notwithstanding the cancellation of such Notes upon any transfer or not a Business Day) exchange thereof subsequent to such Regular Record Date and prior to any due date for the payment on such Note (the “Regular Record Interest Payment Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder ; provided that interest payable at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity shall final maturity or upon acceleration or redemption will be payable to the Person to whom principal shall will be payable payable; provided, further, that if and (b) to the first extent the Company defaults in the payment of the interest due on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall Date, such defaulted interest will be made paid to the Person in whose names such Notes are registered at the close of business of a subsequent record date established by the Company by notice given by mail by or on the Interest Payment Date following the next succeeding Regular Record Date for such Note behalf of the Holder. For any Certificated Note, a Holder Company to the Holders of U.S.$1,000,000 or more in aggregate principal amount of the Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar (15) days prior to the applicable payment preceding such subsequent record date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall record date to be deemed to constitute full and complete not less than fifteen (15) days preceding the date of payment in respect of such principal, premium and/or interest defaulted interest. Interest will be computed on the Notesbasis of a 360-day year comprised of twelve 30-day months. Payment of the principal, principal of and any premium, if anyinterest, Additional Amounts and interest due with other amounts on or in respect to of any Certificated registered Note on any date of Maturity at the final maturity or upon redemption or acceleration will be made in immediately available funds to the Person in whose name such Note is registered upon surrender of such Note at the Corporate Trust Office of the Trustee in the Borough of Manhattan, New York City, or at the specified office of any other Paying Agent with respect to that Note and accompanied by wire transfer instructionsAgent; provided that the Certificated registered Note is presented to such the Paying Agent in time for such the Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay Payments of the principal of and any administrative costs imposed by banks in connection with making payments by wire transferpremium, but any taxinterest, assessment Additional Amounts and other amounts on or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are registered Notes to be made unless otherwise provided herein. Notwithstanding anything to other than at the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note final maturity or upon redemption will be made by check mailed on or before the due date for such payments to the address of the Person entitled thereto as it appears in the Register; provided that (a) DTC, as holder of the Registered Global Notes, shall be entitled to receive payments of interest by wire transfer of immediately available funds and (b) a Holder of the Note U.S.$1,000,000 in accordance with DTC’s applicable procedures. aggregate principal or face amount of Notes shall be issued entitled to receive payments of interest by wire transfer of immediately available funds to an account maintained by such Holder at a bank located in certificated form the United States as may have been appropriately designated by such person to the Trustee in writing no later than fifteen (15) days prior to the date such payment is due. Unless such designation is revoked, any such designation made by such Holder with respect to such Notes shall remain in effect with respect to any future payments with respect to such Notes payable to such Holder. If any principal payment date, the final maturity or any interest payment date for the Notes falls on a day which is not a Business Day, payment of principal of and any premium, interest and Additional Amounts, with respect to the Notes will be made on the next succeeding Business Day with the same force and effect as if made on the due date and no interest on such payment will accrue from and after such due date. (b) In the event that, on any payment date a restriction or prohibition on access to the Argentine foreign exchange for a Global Note only if market required to make payment in respect of the Notes exists, the Company shall pay all amounts then payable in respect of the Notes in U.S. Dollars either (i) DTC notifies the Issuer that it is unwilling by purchasing securities of any series of U.S. Dollar denominated Argentine sovereign bonds or unable to continue as depositary for such Global Note, any other securities or DTC ceases to be a “clearing agency” registered under the Exchange Actprivate or public bonds issued in Argentina, and a successor depositary is not appointed transferring and selling such instruments outside Argentina for U.S. Dollars, to the extent permitted by the Issuer within ninety calendar daysapplicable law, or (ii) an Event by means of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notesany other commercially reasonable means permitted by law in Argentina, provided in each case that case, on such transfer or exchange is made payment date. All costs and taxes payable in accordance connection with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable referred to in (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amounti) and (yii) with respect above shall be borne by the Company. The Company agrees that, notwithstanding any restriction or prohibition on access to the foreign exchange market in Argentina, any and all payments to be made under the Notes represented by Certificated Notes, by issuing additional Certificated and the Indenture will be made in U.S. Dollars. Nothing in the Notes (“PIK Notes”) in certificated form to and the Indenture shall impair any of the rights of the Holders of the underlying Notes or the Trustee or the Paying Agent or justify the Company in an aggregate principal amount equal refusing to make payments under the amount Notes and the Indenture in U.S. Dollars for any reason whatsoever, including, without limitation, any of PIK Payment the following: (i) the purchase of U.S. Dollars in Argentina by any means becoming more onerous or burdensome for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated Company than as of the applicable Interest Payment Date date hereof and will bear interest (ii) the exchange rate in force in Argentina increasing significantly from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount that in effect as of the Notes in up date hereof. The Company waives the right to an aggregate amount not to exceed the total principal amount invoke any defense of payment impossibility (including any defense under Article 1091 of the Notes. Each Global Note shall include a schedule on which decreases Argentine Civil and Commercial Code), impossibility of paying in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms U.S. Dollars (assuming liability for any force majeure or act of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed byGod), and subject to the termsor similar defenses or principles (including, provisions and conditions ofwithout limitation, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face equity or sharing of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangeefforts principles).

Payment of Principal and Interest. Payments (a) Each of the Series 2020 Notes shall be authenticated, as provided in Section 3.10 hereof, on such date as it shall be delivered and shall bear interest from the later of the date of delivery of said Series 2020 Note, or the date to which interest has been paid immediately preceding the authentication date thereof, unless the authentication date thereof is a Payment Date, in which event, each such Series 2020 Note shall bear interest from the earlier of such authentication date or the date to which interest has been paid or, in the event no interest has been paid, from the date of delivery of such Series 2020 Note. Additional Obligations shall be authenticated and bear interest as provided in the supplement prescribing the terms and conditions thereof. (b) Subject to the provisions of Section 3.18 hereof, the principal will of and premium, if any, on the Series 2020 Notes shall be paid in immediately available funds by check or draft drawn upon the Trustee to the Holders thereof; provided that payment on final maturity shall only be made upon presentation and surrender thereof when due at the principal corporate trust office of the Trustee; provided further, that in the event that the Series 2020 Notes are not held under a book-entry system, any Holder in an aggregate principal amount of not less than $1,000,000 may, by prior written instructions filed by the Trustee prior to the close of business on the applicable Record Date (which instructions shall remain in effect until revoked by subsequent written instructions) request that principal and premium payments be made by wire transfer or other means acceptable to the Trustee to an address in the continental United States. Subject to the provisions of Section 3.18 hereof, the interest on the Series 2020 Notes shall be paid by check or draft drawn upon the Trustee and mailed to the Holders in whose names the Series 2020 Notes are registered on the Record Date; provided, that in the event that the Series 2020 Notes are not held under a book-entry system, any Holder in an aggregate principal amount of not less than $1,000,000 may, by prior written instructions filed with the Trustee prior to the close of business on the applicable Record Date (which instructions shall remain in effect until revoked by subsequent written instructions) request that interest payments for any period be made by wire transfer or other means acceptable to the Trustee to an address in the continental United States. (c) Any interest on any Series 2020 Note which is payable, but is not punctually paid or duly provided for, on any Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder at the address of such Holder appearing Series 2020 Note on the Register relevant Regular Record Date by virtue of having been such Holder. The Trustee may elect to make payment of any Defaulted Interest to the persons in whose names the Series 2020 Notes (as defined in this Indentureor their respective predecessor Notes) are registered at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Special Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) for the payment of such Defaulted Interest, which shall be fixed in accordance with the procedures set forth below or in any lawful manner following manner. The Trustee shall determine the amount of Defaulted Interest proposed to be paid on each Series 2020 Note and the date of the proposed payment, shall fix a date (a “Special Record Date”) which shall be not inconsistent with more than 15 nor less than 10 days prior to the requirements date of any stock exchange on which the Notes may be listedproposed payment, and upon shall cause notice of the proposed payment of such notice Defaulted Interest and the Special Record Date therefor to be mailed first class, postage prepaid, to each Holder at his address as may it appears on the Register not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be required by paid to the Persons in whose names the Series 2020 Notes (or their respective predecessor Notes) are registered on such exchangeSpecial Record Date.

Payment of Principal and Interest. Payments [; Determination of [SOFR][Insert Other Benchmark Rate]; Benchmark Replacement].1 (a) The Issuer shall duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuer to such Noteholder for all purposes of this Indenture. (b) [[___________________] initially shall be the “Calculation Agent” for the purpose of identifying the SOFR Rate and principal calculating the SOFR Rate pursuant to this Section 3.1. Upon any resignation of the Calculation Agent, the Administrator shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Calculation Agent. If a Person other than [___________________] is appointed by the Administrator as the Calculation Agent, the Administrator will give the Indenture Trustee prompt written notice of the appointment of the Calculation Agent.] (c) [So long as the Class [ ]b Notes are Outstanding, the Calculation Agent shall obtain SOFR in accordance with the definition of “SOFR Rate” on each SOFR Adjustment Date and shall promptly provide such rate to the Administrator or such person as directed by the Administrator. All determinations of SOFR by the Calculation Agent, in the absence of manifest error, will be made to the Holder at the address of such Holder appearing conclusive and binding on the Register Noteholders.] (as defined in this Indentured) at [If the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days Administrator determines prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the determination of the then-current Benchmark, the Benchmark Replacement determined by the Administrator will replace the then-current Benchmark for all purposes relating to the Class [ ]b Notes in respect of such determination on such date and all such determinations on all subsequent dates. The Administrator shall deliver written notice to each Rating Agency and the Calculation Agent on any SOFR Adjustment Date if, as of the applicable payment dateReference Time, and (ii) the Administrator has determined with respect to the related Accrual Period that there will be a change in the case SOFR Rate or the terms related thereto since the immediately preceding SOFR Adjustment Date due to a determination by the Administrator that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred. The Administrator shall have the right to make SOFR Conforming Changes and, in connection with the implementation of Certificated Notesa Benchmark Replacement, by a Paying Agent by mailing a check Benchmark Replacement Conforming Changes, from time to the Holder at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent time.] 1 To include relevant language with respect to such Note not less Other Benchmark Rate and any other Benchmark Rate Replacement if the Benchmark is a Benchmark Rate other than fifteen calendar days prior a SOFR Rate. (e) [All percentages resulting from any calculation on the Class [ ]b Notes shall be rounded to the applicable payment date. In nearest one hundred-thousandth of a percentage point, with five-millionths of a percentage point rounded upwards (e.g., 9.8765445% (or 0.098765445) would be rounded to 9.87655% (or 0.0987655)), and all dollar amounts used in or resulting from that calculation on the event Class [ ]b Notes will be rounded to the nearest cent (with one-half cent being rounded upwards).] (f) [Any determination, decision or election that payment is so may be made by the Administrator or any other Person in connection with a Benchmark Transition Event, a Benchmark Replacement Conforming Change or a Benchmark Replacement pursuant to this Section 3.1 (or pursuant to any capitalized term used in this Section 3.1 or in any such capitalized term), including any determination with respect to administrative feasibility (whether due to technical, administrative or operational issues), a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, may be made in accordance with instructions the Administrator’s sole discretion, and, notwithstanding anything to the contrary in the Transaction Documents, will become effective without the consent of the Holder, such wire transfer any other Person (including any Noteholder). The Class [ ]b Noteholders shall not have any right to approve or disapprove of these changes and shall be deemed by their acceptance of a Note to constitute full have agreed to waive and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, release any and interest due with respect all claims relating to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided hereindeterminations. Notwithstanding anything to the contrary in this Article 2the Transaction Documents, if none of the Note is a Global Note deposited Issuer, the Owner Trustee, [the Grantor Trust Trustee,] the Indenture Trustee, the Administrator, the Calculation Agent, the Paying Agent, the Seller, the Depositor or the Servicer will have any liability for any action or inaction taken or refrained from being taken by it with a custodian forrespect to any Benchmark, Benchmark Transition Event, Benchmark Replacement Date, Benchmark Replacement, Benchmark Replacement Adjustment, Benchmark Replacement Conforming Changes or any other matters related to or arising in connection with the foregoing. Each Noteholder and registered in the name beneficial owner of Notes, by its acceptance of a nominee ofNote or a beneficial interest in a Note, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made deemed to DTCwaive and release any and all claims against the Issuer, as the Registered Holder Owner Trustee, [the Grantor Trust Trustee,] the Indenture Trustee, the Calculation Agent, the Paying Agent, the Administrator, the Seller, the Depositor and the Servicer relating to any such determinations.] (g) [None of the Note in accordance with DTC’s applicable procedures. Notes Indenture Trustee, the Owner Trustee, [the Grantor Trust Trustee,] the Paying Agent or the Calculation Agent shall be issued in certificated form in exchange for a Global Note only if under any obligation (i) DTC notifies to monitor, determine or verify the Issuer that it is unwilling unavailability or unable to continue as depositary for such Global Notecessation of SOFR, the Benchmark or Benchmark Replacement or whether or when there has occurred, or DTC ceases to give notice to any other transaction party of the occurrence of, any event giving rise to the replacement of the SOFR Rate or a Benchmark Replacement (each of which shall be a “clearing agency” registered under the Exchange Actdetermined by Administrator), and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request select, identify or designate any Benchmark Replacement, or other successor or replacement benchmark index, any Benchmark Replacement Date, any Benchmark Transition Event, or whether any conditions to DTC for exchange the designation of such Global Note a rate have been satisfied, (iii) to select, identify or designate any Benchmark Replacement Adjustment, or other modifier to any replacement or successor index or (iv) to determine whether or what SOFR Conforming Changes, Benchmark Replacement Rate Conforming Changes or other amendments are necessary or advisable, if any, in connection with any of the foregoing.] (h) [None of the Indenture Trustee, the Owner Trustee, [the Grantor Trust Trustee,] the Paying Agent or the Calculation Agent shall be liable for Certificated Notesany inability, provided failure or delay on its part to perform any of its duties set forth in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes any other Transaction Document as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from unavailability of SOFR Rate or Benchmark and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as absence of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall applydesignation of a Benchmark Replacement Rate, including as a result of any inability, delay, error or inaccuracy on a dollar-for-dollar basisthe part of any other transaction party, to reduce including without limitation the outstanding principal amount of the Notes Administrator, in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with providing any direction, instruction, notice or information required or contemplated by the terms of this Indenture and reasonably required for the performance of such duties.] (i) [Neither the Indenture Trustee nor the Calculation Agent shall be recorded. All Notes issued pursuant to a PIK Payment will mature on have any liability for any interest rate published by any publication that is the Stated Maturity Date and will be governed bysource for determining the Interest Rates of the Class [ ]b Notes, and subject including but not limited to the termsReuters Screen (or any successor source), provisions and conditions of[the FRBNY’s website, this Indenture and shall have ][the same rights and benefits as Term SOFR Administrator, ]the Notes issued Bloomberg Financial Markets Commodities News or any successor thereto, or for any rates published on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below any publicly available source or in any lawful manner not inconsistent with of the requirements foregoing cases for any delay, error or inaccuracy in the publication of any stock exchange on which the Notes may be listedsuch rates, and upon such notice as may be required by such exchangeor for any subsequent correction or adjustment thereto.]

Payment of Principal and Interest. Payments The Issuer covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay or cause to be paid the principal of, and interest and principal will be made to on, each of the Holder Securities of such series at the address of such Holder appearing on the Register (as defined in this Indenture) place or places, at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date”), (i) respective times and in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) manner provided in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment Securities. Each installment of interest on the Securities of any Note originally issued between a Regular Record Date series may be paid by mailing checks for such Note and interest payable to or upon the succeeding Interest Payment Date written order of the holders of Securities entitled thereto as they shall be made appear on the Interest Payment Date following the next succeeding Regular Record Date for such Note registry books of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided hereinIssuer. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the any provisions of this Indenture and the applicable procedures Securities of DTC. PIK Interest any series to the contrary, if the Issuer and a Holder of any Registered Security so agree or if expressly provided pursuant to Section 2.03, payments of interest on, and any portion of the Principal of, such Holder’s Registered Security (other than interest payable at maturity or on any redemption or repayment date or the final payment of Principal on such Security) shall be made by the paying agent, upon receipt from the Issuer of immediately available funds by 11:00 a.m., New York City time (or such other time as may be agreed to between the Issuer and the paying agent) or the Issuer, directly to the Holder of such Security (by wire transfer of Federal funds or immediately available funds or otherwise) if the Holder has delivered written instructions to the Trustee 15 days prior to such payment date requesting that such payment will be payable (x) with respect so made and designating the bank account to Notes represented by one or more Global Notes registered which such payments shall be so made and, in the name ofcase of payments of Principal, surrenders the same to the Trustee in exchange for a Security or held by, DTC or its nominee on Securities aggregating the relevant record date, by increasing same principal amount as the unredeemed principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar)Securities surrendered. The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance shall be entitled to the Holders thereof rely on the relevant record date, as shown last instruction delivered by the records Holder pursuant to this Section 3.01 unless a new instruction is delivered 15 days prior to a payment date. The Issuer will indemnify and hold each of the register of such Holders. Following an increase in Trustee and any paying agent harmless against any loss, liability or expense (including attorneys’ fees and expenses) resulting from any act or omission to act on the principal amount part of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on Issuer or any such increased principal amount Holder in connection with any such agreement or from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made making any payment in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of any such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangeagreement.

Payment of Principal and Interest. Payments (a) Each Class of Notes will accrue interest at the applicable Note Interest Rate. Interest on each Note will be due and payable on each Payment Date as specified in such Note. Interest on the Class A-1 Notes will be computed on the basis of actual number of days elapsed and a 360-day year. Interest on all the Notes (other than the Class A-1 Notes) will be computed on the basis of a 360-day year consisting of twelve 30-day months. (b) Interest and principal payments on each Class of Notes will be made ratably to the Holder at the address Noteholders of such Holder appearing Class entitled to such payments. On each Payment Date, distributions to be made with respect to interest on and principal of the Register (as defined in this Indenture) at Book-Entry Notes will be paid to the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent Registered Noteholder by wire transfer of in immediately available funds to Holders to an the account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior the nominee of the Clearing Agency (initially, such nominee will be Cede & Co.). Distributions to be made with respect to interest on and principal of the Definitive Notes will be paid to the applicable payment date, and Registered Noteholder (iii) in the case of Certificated Notes, by a Paying Agent by mailing a check if such Noteholder has provided to the Holder Note Registrar appropriate instructions at the address of least five Business Days before such Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Payment Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate original principal amount of such Noteholder’s Notes may request payment is at least $1,000,000, by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender to the account of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, Noteholder or (ii) an Event of Default has occurred and is continuing with respect by check mailed first class mail, postage prepaid, to such Notes Registered Noteholder’s address as it appears on the Note Register on the related Record Date. However, the final installment of principal (whether payable by wire transfer or check) of each Note on a Payment Date, the Redemption Date or the applicable Final Scheduled Payment Date will be payable only upon presentation and Holders have made a request to DTC for exchange surrender of such Global Note Note. The Indenture Trustee will notify each Registered Noteholder of the date on which the Issuer expects that the final installment of principal of and interest on such Registered Noteholder’s Notes will be paid not later than five days before such date. Such notice will specify the place where such Notes may be presented and surrendered for Certificated Notes, provided in each case payment of such installment. All funds paid by wire transfers or checks that such transfer or exchange is made are returned undelivered will be held in accordance with the provisions Section 3.3. (c) The principal of this Indenture and the applicable procedures of DTC. PIK Interest each Note will be payable (x) with respect to in installments on each Payment Date as specified in such Note. The entire unpaid Note Balance of each Class of Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee will be due and payable on the relevant record date, by increasing the principal amount earlier of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the its applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Final Scheduled Payment Date and will bear interest from and after such datethe Redemption Date. Excess Cash Payments made to Holders shall applyNotwithstanding the foregoing, on a dollar-for-dollar basis, to reduce the outstanding entire unpaid principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall will be recorded. All Notes issued pursuant to a PIK Payment will mature due and payable on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange date on which the Notes may are declared to be listed, immediately due and upon such notice as may be required by such exchangepayable in the manner provided in Section 5.2(a).

Payment of Principal and Interest. Payments (a) Interest on each series of Notes shall accrue and be payable as provided in Section 8.2 and the applicable Officer's Issuance Certificate. Unless otherwise provided in the applicable Officer's Issuance Certificate, any installment of interest payable on any Note shall be punctually paid or duly provided for by a deposit by or at the direction of the Issuer or Paying Agent, on behalf of the Issuer if so directed by the applicable Officer's Issuance Certificate into the applicable Term Note Distribution Account or Revolver Distribution Account, as applicable, on or before the applicable Payment Date and principal will shall be made paid to the Holder at the address of such Holder appearing on the Register (as defined Person in this Indenture) at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on whose name such Note (or one or more Predecessor Notes) is registered on the “Regular applicable Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds or check mailed first-class, postage prepaid to Holders to an account at a bank located within such Person's address as it appears on the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of Note Register on such HolderRecord Date; provided, however, that that, with respect to Revolving Notes and with respect to Book-Entry Notes registered on the applicable Record Date in the name of the Note Depository for which Definitive Term Notes have not been issued pursuant to Section 2.12, payment shall be made by wire transfer in immediately available funds to the account designated by such Holder. (ab) interest The principal of each series of Notes shall be payable as provided in the applicable Officer's Issuance Certificate. All principal payments on each series of Notes shall be made pro rata to the Noteholders of such series entitled thereto unless, with respect to any series of Revolving Notes, otherwise provided in the related Officer's Issuance Certificate or otherwise agreed among the Seller and the holders of such Revolving Notes. Unless otherwise provided in the applicable Officer's Issuance Certificate, any instalment of principal payable on any date Note shall be punctually paid or duly provided for by a deposit by or at the direction of Maturity the Issuer or Paying Agent on behalf of the Issuer if so directed by the applicable Officer's Issuance Certificate into the applicable Term Note Distribution Account in the case of the Term Notes or the Revolver Distribution Account in the case of the Revolving Notes on or before the applicable Payment Date and shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the applicable Record Date, by wire transfer or check mailed first-class, postage prepaid to such Person's address as it appears on the Note Register on such Record Date; provided, however, that, with respect to Revolving Notes and with respect to Book-Entry Notes registered on the Record Date in the name of the Note Depository for which Definitive Term Notes have not been issued pursuant to Section 2.12, payment shall be made by wire transfer in immediately available funds to the account designated by such Holder, except for the final instalment of principal on any such Note and the Redemption Price for any Term Notes, if so called, which, in each case, shall be payable to the Person to whom as provided herein. The funds represented by any such checks in respect of interest or principal returned undelivered shall be payable held in accordance with Section 3.3. (c) With respect to any Payment Date on which the final instalment of principal and (b) the first payment of interest on any Note originally issued between a Regular series of Notes is to be paid, the Indenture Trustee shall notify each Noteholder of such series of Notes as of the Record Date for such Note and the succeeding Interest Payment Date of the fact that the final instalment of principal of and interest on such Note is to be paid on such Payment Date. With respect to Book- Entry Notes for which Definitive Term Notes have not been issued, such notice shall be made sent on the Interest Business Day prior to such Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Noteby facsimile, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent and with respect to Definitive Term Notes and Revolving Notes, such Note notice shall be sent not less later than fifteen calendar days prior to the applicable payment date. In the event that payment is so made three Business Days after such Record Date in accordance with instructions of the HolderSection 11.5(a), and, in each case, shall specify that such wire transfer final instalment shall be deemed to constitute full payable only upon presentation and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at and shall specify the specified office place or places where such Note may be presented and surrendered for payment of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal proceduresinstalment. The Issuer will pay any administrative costs imposed by banks Notices in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect redemptions of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Term Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable mailed to continue Noteholders as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangeSection 10.2.

Payment of Principal and Interest. Payments (a) Unless otherwise specified pursuant to Section 2.01(d) hereof, interest on the Debentures shall be computed on the basis of a 360-day year composed of twelve 30-day months, except that for any period shorter than a full calendar month, interest and principal will be computed on the basis of the actual number of days elapsed in such period. (b) Unless otherwise provided with respect to a series of Debentures, (1) the principal and Redemption Price of and interest on each Debenture shall be payable in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts; (2) the principal and Redemption Price of any Debenture and interest payable on the Stated Maturity Date (if other than an Interest Payment Date) or Redemption Date shall be payable upon surrender of such Debenture at the office or agency of any Paying Agent therefor; provided, however, that payments of such principal, Redemption Price or interest in respect of the Series 1998 Debentures to Trust II as the sole holder thereof or in respect of Global Debentures shall be made in immediately available funds to Property Trustee II on behalf of Trust II or to the Depository pursuant to Section 2.12 hereof, as the case may be; and (3) interest on any Debenture (other than on the Stated Maturity Date or Redemption Date) shall be paid on each Interest Payment Date therefor to the Holder at the address of such Holder appearing on the Register (as defined in this Indenture) thereof at the close of business on the 15th calendar day Regular Record Date therefor, such interest to be payable at the option of the Company by (whether i) check mailed to the address of the Person entitled thereto as such address appears on the Securities Register or not a (ii) by transfer to an account maintained by the person entitled thereto as specified in the Securities Register, provided that proper and timely transfer instructions have been received ten Business Day) Days prior to any due date for the payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, provided however, that (aaa) interest payable on any date at the written request of Maturity shall be payable the Holder of at least $10,000,000 aggregate principal amount of Debentures received by the Registrar not later than ten Business Days prior to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall Date, such interest accrued on such Debenture will be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment payable by wire transfer but only if appropriate payment instructions have been received within the continental United States in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior immediately available funds to the applicable payment date. In bank account number of such Holder specified in such request and entered on the event that payment is so Securities Register by the Registrar and (bb) payments of such interest made in accordance with instructions respect of the Holder, such wire transfer Series 1998 Debentures to Trust II as the sole holder thereof or in respect of Global Debentures shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender to Property Trustee II on behalf of such Note at Trust II or the specified office of any Paying Agent with respect Depository pursuant to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTCSection 2.12 hereof, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes case may be. (c) Except as specified pursuant to Section 2.01 or Section 4.01(b) hereof, interest on any Debenture which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be issued paid to the Person in certificated form in exchange for a Global Note only if whose name that Debenture (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes Predecessor Debentures) is registered in at the name of, or held by, DTC or its nominee close of business on the relevant record dateRegular Record Date for such interest. Any interest (as used in this Indenture, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent term "interest" shall include quarterly interest payments, interest on quarterly interest payments not paid on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed byDate, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the GuarantorsAdditional Sums, as applicable) on any Debenture which is payable, will pay but is not punctually paid or duly provided for, on any Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (as defined 1) and (2) below: (1) The Company may elect to make payment of any Defaulted Interest to the Persons in accordance whose names the Debentures (or their respective Predecessor Debentures) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall, not less than 15 Business Days prior to the date of the proposed payment, notify the Trustee and the Paying Agent in writing of the amount of Defaulted Interest proposed to be paid on each Debenture and the date of the proposed payment, and at the same time the Company shall deposit with the procedures set forth below Paying Agent an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Paying Agent for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. The Special Record Date for the payment of such Defaulted Interest shall be the close of business on the tenth calendar day prior to the date of the proposed payment. The Trustee shall, in the name and at the expense of the Company, cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to the Holders thereof, not less than 7 calendar days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been given, such Defaulted Interest shall be paid to the Persons in whose names the Debentures (or their respective Predecessor Debentures) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (2). (2) The Company may make payment of any Defaulted Interest on the Debentures in any other lawful manner not inconsistent with the requirements of any stock securities exchange on which the Notes such Debentures may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee and the Paying Agent of the proposed payment pursuant to this Clause, such manner of payment shall be deemed practicable by the Paying Agent. (d) Subject to the foregoing provisions of this Section, each Debenture delivered under this Junior Indenture upon registration of transfer of or in exchange for or in lieu of any other Debenture shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Debenture.

Payment of Principal and Interest. Payments (a) The Notes shall accrue interest at their respective Interest Rates, and such interest shall be payable on each Payment Date as specified therein, subject to Sections 3.01 and 8.03. Any installment of interest and or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer, except that, with respect to Notes registered on the Record Date in the name of the nominee or the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the Holder at account designated by such nominee; provided, however, that the address final installment of principal payable with respect to such Holder appearing Note on a Payment Date or on the Register Final Scheduled Payment Date for such Note (and except for the Note Redemption Price for any Note called for pursuant to Section 10.01), which shall be payable as defined provided below. The funds represented by any such checks returned undelivered shall be held in this Indentureaccordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 8.03. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the earliest of (i) date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or the Majority Noteholders of the Controlling Class have declared the Notes to be immediately due and payable in the manner provided in Section 5.02, (ii) the Final Scheduled Payment Date for such Class of Notes and (iii) the Redemption Date, if any. All principal payments on the Notes shall be made pro rata to the Noteholders entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for Record Date preceding the payment Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note (the “Regular Record Date”), (i) in the case of Global Notes, will be paid. Such notice shall be mailed or transmitted by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days facsimile prior to the applicable payment date, such final Payment Date and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of shall specify that such Holder; provided, however, that (a) interest payable on any date of Maturity shall final installment will be payable to the Person to whom principal shall be payable only upon presentation and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at and shall specify the specified office place where such Note may be presented and surrendered for payment of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal proceduresinstallment. The Issuer will pay any administrative costs imposed by banks Notices in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect redemptions of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable mailed to continue Noteholders as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable Section 10.02. (xc) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default defaults in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or shall pay defaulted interest (plus interest on such defaulted interest to the Guarantorsextent lawful) at the applicable Interest Rate, as applicable, will which shall be due and payable on the Payment Date following such default. The Issuer shall pay such defaulted interest to the Defaulted Interest (as defined below) in accordance with Persons who are Noteholders on the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon Record Date for such notice as may be required by such exchangefollowing Payment Date.

Payment of Principal and Interest. Payments (a) The Notes shall accrue interest at their respective Interest Rates, and such interest shall be payable on each Payment Date as specified therein, subject to Sections 3.01 and 8.03. Any installment of interest and or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer, except that, with respect to Notes registered on the Record Date in the name of the nominee or the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the Holder at account designated by such nominee; provided, however, that the address final installment of principal payable with respect to such Holder appearing Note on a Payment Date or on the Register Final Scheduled Payment Date for such Note (and except for the Note Redemption Price for any Note called for pursuant to Section 10.01), which shall be payable as defined provided below. The funds represented by any such checks returned undelivered shall be held in this Indentureaccordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 8.03. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the earliest of (i) date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or the Majority Noteholders have declared the Notes to be immediately due and payable in the manner provided in Section 5.02, (ii) the Final Scheduled Payment Date for such Class of Notes and (iii) the Redemption Date, if any. All principal payments on a Class of Notes shall be made pro rata to the Noteholders entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for Record Date preceding the payment Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note (the “Regular Record Date”), (i) in the case of Global Notes, will be paid. Such notice shall be mailed or transmitted by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days facsimile prior to the applicable payment date, such final Payment Date and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of shall specify that such Holder; provided, however, that (a) interest payable on any date of Maturity shall final installment will be payable to the Person to whom principal shall be payable only upon presentation and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at and shall specify the specified office place where such Note may be presented and surrendered for payment of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal proceduresinstallment. The Issuer will pay any administrative costs imposed by banks Notices in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect redemptions of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable mailed to continue Noteholders as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable Section 10.02. (xc) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default defaults in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or shall pay defaulted interest (plus interest on such defaulted interest to the Guarantorsextent lawful) at the applicable Interest Rate, as applicable, will which shall be due and payable on the Payment Date following such default. The Issuer shall pay such defaulted interest to the Defaulted Interest (as defined below) in accordance with Persons who are Noteholders on the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon Record Date for such notice as may be required by such exchangefollowing Payment Date.

Payment of Principal and Interest. Payments (a) Interest on each Series of Notes shall accrue and be payable as provided in the applicable Series Supplement. Unless otherwise provided in the applicable Series Supplement, any installment of interest payable on any Note shall be punctually paid or duly provided for with funds set aside in the Collection Account, on the applicable Payment Date and principal will shall be made paid to the Holder at the address of such Holder appearing on the Register (as defined Person in this Indenture) at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on whose name such Note (or one or more Predecessor Notes) is registered on the “Regular applicable Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds check mailed first-class, postage prepaid to Holders to an account at a bank located within such Person's address as it appears on the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of Note Register on such HolderRecord Date; provided, however, that that, with respect to Book-Entry Notes registered on the applicable Record Date in the name of the Note Depository for which Definitive Notes have not been issued pursuant to Section 2.12, payment shall be made by wire transfer in immediately available funds to the account designated by such Holder. (ab) interest The principal of each Series of Notes shall be payable as provided in the applicable Series Supplement. All principal payments on each Series of Notes shall be made pro rata to the Noteholders of such Series entitled thereto unless otherwise provided in the related Series Supplement. Unless otherwise provided in the applicable Series Supplement, any installment of principal payable on any date Note shall be punctually paid or duly provided for by a deposit by or at the direction of Maturity the Issuer into the Principal Funding Account on the applicable Payment Date and shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the applicable Record Date, by check mailed first-class, postage prepaid to such Person's address as it appears on the Note Register on such Record Date; provided, however, that, with respect to Book-Entry Notes registered on the Record Date in the name of the Note Depository for which Definitive Notes have not been issued pursuant to Section 2.12, payment shall be made by wire transfer in immediately available funds to the account designated by such Holder, except for the final installment of principal on any such Note and the Redemption Price for any Notes, if so called, which, in each case, shall be payable to the Person to whom as provided herein. The funds represented by any such checks in respect of interest or principal returned undelivered shall be payable held in accordance with Section 3.3. (c) With respect to any Payment Date on which the final installment of principal and (b) the first payment of interest on any Note originally issued between a Regular Series of Notes is to be paid, the Indenture Trustee shall notify each Noteholder of such Series of Notes as of the Record Date for such Note and the succeeding Interest Payment Date of the fact that the final installment of principal of and interest on such Note is to be paid on such Payment Date. With respect to Book-Entry Notes for which Definitive Notes have not been issued, such notice shall be made sent on the Interest Business Day prior to such Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Noteby facsimile, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent and with respect to Definitive Notes, such Note notice shall be sent not less later than fifteen calendar days prior to the applicable payment date. In the event that payment is so made three Business Days after such Record Date in accordance with instructions of the HolderSection 11.5(a), and, in each case, shall specify that such wire transfer final installment shall be deemed to constitute full payable only upon presentation and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at and shall specify the specified office place where such Note may be presented and surrendered for payment of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal proceduresinstallment. The Indenture Trustee shall not be liable for any failure to provide notice to the Noteholders as required pursuant to this Section 2.7(c) to the extent it has not received notice of such expected final Payment Date from the Issuer will pay any administrative costs imposed by banks not later than two Business Days after the Record Date. Notices in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect redemptions of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable mailed to continue Noteholders as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangeSection 10.2.

Payment of Principal and Interest. All payments of principal, premium, if any, and interest required to be paid in respect of the Notes will be paid in U.S. dollars. The payment of principal and premium, if any, will be payable against surrender by the respective Holders thereof of the Notes at the specified office of the Principal Paying Agent. Payments of principal, premium, if any, and interest and principal in respect of each Note will be made by transfer to the registered account of the Holder at or by U.S. dollar cheque drawn on a bank (nominated in writing to the Principal Paying Agent by the Holder) that processes payments in U.S. dollars mailed to the registered address of such the Holder appearing if it does not have a registered account, provided that the nomination is received by the Principal Paying Agent not later than 10 Business Days before any date on which payment is scheduled. For the purposes of this Section 4.1(g), a Holder’s “registered account” means the U.S. dollar account maintained by or on behalf of it with a bank that processes payments in U.S. dollars, details of which appear on the Note Register (as defined in this Indenture) at the close of business on the 15th calendar day (whether or not relevant Record Date, and a Business Day) prior to any due date Holder’s “registered address” means its address appearing on the Note Register at that time. As long as the Notes are Book-Entry Securities and are registered in the name of a nominee for the payment on such Note (the “Regular Record Date”)common depository for Euroclear and Clearstream, (i) in the case of Global NotesLuxembourg, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with from time to time payable in respect to any Certificated Note on any date of Maturity will thereof shall be made to, or to the order of, the Person whose name is entered in immediately available funds upon surrender of such the Note Register maintained by the Registrar at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder close of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee business on the relevant record dateRecord Date, by increasing and the principal amount receipt of the outstanding Global Note by an amount equal such Holder therefor shall be a valid discharge to the amount Trustee, any registrar of Notes and the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes Corporation, who shall be calculated based on such increased principal amount) entitled to rely upon Euroclear, Clearstream, Luxembourg and (y) with respect the Participants to Notes represented by Certificated ensure that funds are advanced to beneficial holders of Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchange.

Payment of Principal and Interest. Payments Unless otherwise specified pursuant to Section 2.1(e), interest on the Debentures shall be computed on the basis of a 360-day year composed of twelve 30-day months. Unless otherwise provided with respect to a series of Debentures, (a) the principal and Redemption Price of and interest on each Debenture shall be payable in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts; (b) the principal will and Redemption Price of any Debenture and interest payable on the Stated Maturity Date (if other than an Interest Payment Date) or Redemption Date shall be made payable upon surrender of such Debenture at the Office or Agency of any Paying Agent therefor; and (c) interest on any Debenture shall be paid on each Interest Payment Date therefor, such interest to the Holder at be payable by check mailed to the address of the Person entitled thereto as such address appears on the Register; provided however, that (i) at the written request of any Holder of at least $100,000,000 aggregate principal amount of Debentures received by the Registrar not later than the Regular Record Date for such Interest Payment Date, interest accrued on such Debentures will be payable by wire transfer within the continental United States in immediately available funds to the bank account number of such Holder appearing specified in such request and entered on the Register by the Registrar and (ii) payments made in respect of Global Debentures shall be made in immediately available funds to the Depository. Except as defined specified pursuant to Section 2.1 or Section 4.1(b), interest on any Debenture which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in this Indenturewhose name that Debenture (or one or more Predecessor Debentures) is registered at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding interest. Any interest on any Debenture which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease to be made payable to the Holder on the Interest Payment Date following the next succeeding relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause (i) and (ii) below: (i) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Debentures (or their respective Predecessor Debentures) are registered at the close of business on a Special Record Date for the payment of such Note of Defaulted Interest, which shall be fixed in the Holderfollowing manner. For any Certificated NoteThe Company shall, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar 25 Business Days prior to the date of the proposed payment, notify the Trustee and the Paying Agent in writing of the amount of Defaulted Interest proposed to be paid on each Debenture and the date of the proposed payment, and at the same time the Company shall deposit with the Paying Agent an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Paying Agent in the Paying Agent's sole discretion for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as provided in this clause. The Special Record Date for the payment of such Defaulted Interest shall be the close of business not more than 15 nor less than 10 days prior to the applicable payment date. In the event that payment is so made in accordance with instructions date of the Holderproposed payment. The Trustee shall, such wire transfer shall be deemed to constitute full in the name and complete at the expense of the Company, cause notice of the proposed payment of such principalDefaulted Interest and the Special Record Date therefor to be given to the Holders thereof, premium and/or interest on the Notesnot less than 10 days prior to such Special Record Date. Payment Notice of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender proposed payment of such Note Defaulted Interest and the Special Record Date therefor having been given, such Defaulted Interest shall be paid to the Persons in whose names the Debentures (or their respective Predecessor Debentures) are registered at the specified office close of any Paying Agent with respect to that Note business on such Special Record Date and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will shall no longer be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything payable pursuant to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company following clause (“DTC”ii), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or . (ii) an Event The Company may make payment of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK any Defaulted Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or Debentures in any other lawful manner not inconsistent with the requirements of any stock securities exchange on which the Notes such Debentures may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee and the Paying Agent of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Paying Agent. Subject to the foregoing provisions of this Section, each Debenture delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Debenture shall carry the rights to interest accrued and unpaid, which were carried by such other Debenture. If any convertible Debenture of any series is converted after any Regular Record Date and on or prior to the next succeeding Interest Payment Date (other than any Debenture with respect to which the Stated Maturity Date is prior to such Interest Payment Date), interest that is due on such Interest Payment Date shall be payable on such Interest Payment Date notwithstanding such conversion, and such interest (whether or not punctually paid or duly provided for) shall be paid to the Person in whose name that Debenture is registered at the close of business on such Regular Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Debenture that is converted, interest shall not be payable if the Regular Record Date is after the date of conversion of such Debenture.

Payment of Principal and Interest. Payments (a) Each Class of Notes will accrue interest at the applicable Note Interest Rate. Interest on each Note will be due and payable on each Payment Date as specified in such Note. Interest on the Class A-1 Notes will be computed on the basis of actual number of days elapsed and a 360-day year. Interest on the Notes (other than the Class A-1 Notes) will be computed on the basis of a 360-day year consisting of twelve 30-day months. (b) Interest and principal payments on each Class of Notes will be made ratably to the Holder at the address Noteholders of such Holder appearing Class entitled to such payments. On each Payment Date, distributions to be made with respect to interest on and principal of the Register (as defined in this Indenture) at Book-Entry Notes will be paid to the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent Registered Noteholder by wire transfer of in immediately available funds to Holders to an the account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior the nominee of the Clearing Agency (initially, such nominee will be Cede & Co.). Distributions to be made with respect to interest on and principal of the Definitive Notes will be paid to the applicable payment date, and Registered Noteholder (iii) in the case of Certificated Notes, by a Paying Agent by mailing a check if such Noteholder has provided to the Holder Note Registrar appropriate instructions at the address of least five Business Days before such Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Payment Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate original principal amount of such Noteholder's Notes may request payment is at least $1,000,000, by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender to the account of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, Noteholder or (ii) an Event of Default has occurred and is continuing with respect by check mailed first class mail, postage prepaid, to such Notes Registered Noteholder's address as it appears on the Note Register on the related Record Date. However, the final installment of principal (whether payable by wire transfer or check) of each Note on a Payment Date, the Redemption Date or the applicable Final Scheduled Payment Date will be payable only upon presentation and Holders have made a request to DTC for exchange surrender of such Global Note Note. The Indenture Trustee will notify each Registered Noteholder of the date on which the Issuer expects that the final installment of principal of and interest on such Registered Noteholder's Notes will be paid not later than five days before such date. Such notice will specify the place where such Notes may be presented and surrendered for Certificated Notes, provided in each case payment of such installment. All funds paid by wire transfers or checks that such transfer or exchange is made are returned undelivered will be held in accordance with the provisions Section 3.3. (c) The principal of this Indenture and the applicable procedures of DTC. PIK Interest each Note will be payable (x) with respect to in installments on each Payment Date as specified in such Note. The entire unpaid Note Balance of each Class of Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee will be due and payable on the relevant record date, by increasing the principal amount earlier of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the its applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Final Scheduled Payment Date and will bear interest from and after such datethe Redemption Date. Excess Cash Payments made to Holders shall applyNotwithstanding the foregoing, on a dollar-for-dollar basis, to reduce the outstanding entire unpaid principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall will be recorded. All Notes issued pursuant to a PIK Payment will mature due and payable on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange date on which the Notes may are declared to be listed, immediately due and upon such notice as may be required by such exchangepayable in the manner provided in Section 5.2(a).

Payment of Principal and Interest. Payments (a) The Trust will duly and punctually pay or cause to be paid the principal of, any premium and interest on, and any Additional Amounts with respect to, each of the Notes, in accordance with the terms of the Notes and the Indenture. (b) Unless otherwise specified in the Note Certificate(s), upon the receipt of the funds necessary therefor, the applicable Paying Agent shall duly and punctually make payments, payable on the Maturity Date, of principal in respect of, any premium and interest on, and any Additional Amounts payable with respect to, any Certificated Notes in immediately available funds against presentation and surrender of the applicable Definitive Security (and in the case of any repayment of a Note pursuant to Section 3.2, upon submission of a duly completed election form at an office or agency of such Paying Agent maintained for such purpose pursuant to Section 4.3). The applicable Paying Agent (unless such Paying Agent is the Indenture Trustee) shall promptly forward each Definitive Security surrendered to it in connection with any payment pursuant to this Section for cancellation in accordance with Section 2.9. Unless otherwise specified in the Note Certificate(s), upon the receipt of the funds necessary therefor, the applicable Paying Agent shall duly and punctually make payments of principal will be made of, any premium and interest on, and any Additional Amounts in respect of, Certificated Notes payable on any date other than the Maturity Date by check mailed to the Holder (or to the first named of joint Holders) of such Certificated Note at the address close of such Holder appearing business on the Register Regular Interest Record Date or Special Interest Record Date, as the case may be, at its address appearing in the applicable Note Register. Notwithstanding the foregoing, the applicable Paying Agent shall make payments of principal, any interest, any premium, and any Additional Amounts on any date other than the Maturity Date to each Holder entitled thereto (as defined in this Indentureor to the first named of joint Holders) at the close of business on the 15th calendar day (whether applicable Regular Interest Record Date or not a Business Day) prior to any due date for the payment on such Note (the “Regular Special Interest Record Date”), as the case may be, of $10,000,000 (i) or, if the Specified Currency is other than United States dollars, the equivalent thereof in the case particular Specified Currency) or more in aggregate principal amount of Global Notes, by a Paying Agent Certificated Notes by wire transfer of immediately available funds if the applicable Holder has delivered appropriate wire transfer instructions in writing to Holders to an account at a bank located within the United States as designated by each Holder applicable Paying Agent not less than fifteen calendar 15 days prior to the date on which the applicable payment dateof principal, interest, premium or Additional Amounts is scheduled to be made. Any wire transfer instructions received by the applicable Paying Agent shall remain in effect until revoked by the applicable Holder. (c) Unless otherwise specified in the Note Certificate(s), upon receipt of the funds necessary therefor, on the Maturity Date the applicable Paying Agent shall (in the absence of any other arrangements between the applicable Paying Agent and the applicable Holder) duly and punctually make payments, payable on the Maturity Date, of principal in respect of, any premium and interest payable on, and any Additional Amounts with respect to, any Book-Entry Notes to the account of the Depositary or its nominee at the close of business on the applicable Maturity Date. The applicable Paying Agent (iiunless such Paying Agent is the Indenture Trustee) shall promptly forward to the Indenture Trustee each Global Security surrendered to it in connection with any payment pursuant to this section for cancellation in accordance with Section 2.9. Unless otherwise specified in the case Note Certificate(s), upon the receipt of Certificated Notesthe funds necessary therefor in accordance with Section 4.5(b), by a the applicable Paying Agent by mailing a check to the Holder at the address shall duly and punctually make payments of such Holder; providedprincipal of, howeverany premium and interest on, that (a) interest and any Additional Amounts in respect of, any Book-Entry Notes payable on any date other than the Maturity Date to the Holder of Maturity such Book-Entry Notes by 11:00 a.m. (New York City time) on the applicable Regular Interest Record Date or Special Interest Record Date, as the case may be, to the account of the Depositary or its nominee. (d) Unless otherwise specified in the Note Certificate(s), the Trust shall be obligated to make, or cause to be made, payments of principal of, any premium and interest on, and any Additional Amounts with respect to, a Foreign Currency Note in the Specified Currency. Any amounts so payable by the Trust in the Specified Currency will be converted by the Exchange Rate Agent into United States dollars for payment to the Holder or Holders thereof unless otherwise specified in the Note Certificate(s) or a Holder elects to receive such amounts in the Specified Currency as provided below. (e) Unless otherwise specified in the Note Certificate(s), any United States dollar amount to be received by the Holder or Holders of Foreign Currency Notes will be based on the highest bid quotation in The City of New York received by the Exchange Rate Agent at approximately 11:00 a.m. (New York City time) on the second Business Day preceding the applicable payment date from three recognized foreign exchange dealers (one of whom may be the Exchange Rate Agent) selected by the Exchange Rate Agent and approved by the Trust for the purchase by the quoting dealer of the Specified Currency for United States dollars for settlement on that payment date in the aggregate amount of the Specified Currency payable to the Person Holder or Holders of Foreign Currency Notes scheduled to whom principal shall be payable receive United States dollar payments and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to at which the applicable payment datedealer commits to execute a contract. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative All currency exchange costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the relevant Holder or Holders in respect of which such Foreign Currency Notes by deductions from any payments. If three bid quotations are not available, payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangeSpecified Currency.

Payment of Principal and Interest. Payments of interest The Borrower shall pay principal and principal will be made Interest on the Advances to the Holder at account of the address Administrative Agent for disbursement to the Lenders as follows: (a) 100% of the outstanding principal amount of each Advance, together with all accrued and unpaid Interest thereon, shall be payable on the Final Maturity Date. (b) Interest shall accrue on the unpaid principal amount of each Advance from the date of such Holder appearing Advance until such principal amount is paid in full. The Administrative Agent shall determine the unpaid Interest and Commitment Fees payable thereto prior to each Payment Date using the applicable Interest Rate for the related Interest Accrual Period to be paid by the Borrower with respect to each Advance on each Payment Date for the related Interest Accrual Period and shall advise each Lender and the Collateral Manager thereof and shall send a consolidated invoice of all such Interest and Commitment Fees to the Borrower on the Register third (as defined in this Indenture3rd) at the close of business on the 15th calendar day (whether or not a Business Day) Day prior to any due date for the payment such Payment Date. (c) Accrued Interest on such Note (the “Regular Record Date”), each Advance shall be payable in arrears (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by on each Holder not less than fifteen calendar days prior to the applicable payment datePayment Date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on connection with any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note prepayment in full of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect Advances pursuant to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructionsSection 2.05(a); provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered any prepayment in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount full of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Advances outstanding, accrued Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) amount through the date of prepayment may be payable on such date or as otherwise agreed to between the Lenders and the Borrower and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders any partial prepayment of the underlying Notes in an aggregate principal Advances outstanding, accrued Interest on such amount equal to through the amount date of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof prepayment shall be payable on the relevant record datePayment Date following such prepayment. (d) Subject in all cases to Section 2.04(e), as shown by the records obligation of the register of such Holders. Following an increase in Borrower to pay the principal amount Obligations, including the obligation of the outstanding Global Notes as a result of a PIK Payment, Borrower to pay the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce Lenders the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note Advances and accrued interest thereon, shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms hereof (including Section 2.15), under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any other Person may have or have had against any Secured Party or any other Person. (e) Notwithstanding any other provision of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the NotesAgreement, the Issuer or obligations of the Guarantors, as applicable, will pay Borrower under this Agreement are limited recourse obligations of the Defaulted Interest (as defined below) Borrower payable solely from the Collateral in accordance with the procedures set forth below Priority of Payments and, following realization of the Collateral, and application of the proceeds thereof in accordance with the Priority of Payments and, subject to Section 2.13, all obligations of and any claims against the Borrower hereunder or in connection herewith after such realization shall be extinguished and shall not thereafter revive. No recourse shall be had against any lawful manner officer, director, employee, shareholder, Affiliate, member, manager, agent, partner, principal or incorporator of the Borrower or their respective successors or assigns for any amounts payable under this Agreement. It is understood that the foregoing provisions of this clause (e) shall not inconsistent with (i) prevent recourse to the requirements Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral or (ii) constitute a waiver, release or discharge of any stock exchange on which indebtedness or obligation evidenced by this Agreement until such Collateral has been realized. It is further understood that the Notes may foregoing provisions of this clause (e) shall not limit the right of any Person to name the Borrower as a party defendant in any proceeding or in the exercise of any other remedy under this Agreement, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be listed, and upon such notice as may be required by such exchangeasked for or (if obtained) enforced against the Borrower.

Payment of Principal and Interest. Payments (a) The interest-bearing Notes shall accrue interest at their respective Interest Rates, and such interest shall be payable on each Payment Date as specified therein, subject to Sections 3.01 and 8.03. Any installment of interest and or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer, except that, with respect to Notes registered on the Record Date in the name of the nominee or the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the Holder at account designated by such nominee; provided, however, that the address final installment of principal payable with respect to such Holder appearing Note on a Payment Date or on the Register Final Scheduled Payment Date for such Note (and except for the Note Redemption Price for any Note called for pursuant to Section 10.01), which shall be payable as defined provided below. The funds represented by any such checks returned undelivered shall be held in this Indentureaccordance with Section 3.03. (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 8.03. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the earliest of (i) date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or the Majority Noteholders have declared the Notes to be immediately due and payable in the manner provided in Section 5.02, (ii) the Final Scheduled Payment Date for such Class of Notes and (iii) the Redemption Date, if any. All principal payments on a Class of Notes shall be made pro rata to the Noteholders entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for Record Date preceding the payment Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note (the “Regular Record Date”), (i) in the case of Global Notes, will be paid. Such notice shall be mailed or transmitted by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days facsimile prior to the applicable payment date, such final Payment Date and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of shall specify that such Holder; provided, however, that (a) interest payable on any date of Maturity shall final installment will be payable to the Person to whom principal shall be payable only upon presentation and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at and shall specify the specified office place where such Note may be presented and surrendered for payment of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal proceduresinstallment. The Issuer will pay any administrative costs imposed by banks Notices in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect redemptions of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable mailed to continue Noteholders as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable Section 10.02. (xc) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default defaults in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or shall pay defaulted interest (plus interest on such defaulted interest to the Guarantorsextent lawful) at the applicable Interest Rate, as applicable, will which shall be due and payable on the Payment Date following such default. The Issuer shall pay such defaulted interest to the Defaulted Interest (as defined below) in accordance with Persons who are Noteholders of the procedures set forth below or in any lawful manner not inconsistent with related Class of interest-bearing Notes on the requirements of any stock exchange on which the Notes may be listed, and upon Record Date for such notice as may be required by such exchangefollowing Payment Date.

Payment of Principal and Interest. Payments of interest General. Interest (and principal will principal, if any, payable other than at Stated Maturity or upon acceleration or redemption) shall be made payable in immediately available funds to the Holder at the address of such Holder appearing on the Register (as defined Person in this Indenture) whose name a Note is registered at the close of business on the 15th calendar day (whether Regular Record Date next preceding each Interest Payment Date notwithstanding the cancellation of such Securities upon any transfer or not a Business Day) exchange thereof subsequent to such Regular Record Date and prior to any due date for the payment on such Note (the “Regular Record Interest Payment Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, provided that (a) interest payable on any date of at Stated Maturity or upon acceleration or redemption shall be payable to the Person to whom principal will be payable; and provided further, that if and to the extent IRSA PC defaults in the payment of the interest, including any Additional Amounts, due on such Interest Payment Date, such defaulted interest, including any Additional Amounts, shall be payable and paid to the Person in whose names such Securities are registered at the end of a subsequent record date established by IRSA PC by notice given by or on behalf of IRSA PC to the Holders of the Securities not less than fifteen (b15) days preceding such special record date, such record date to be not less than fifteen (15) days preceding the date of payment in respect of such defaulted interest. Unless otherwise specified in the applicable Pricing Supplement, the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding an Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for to the registered owner at the close of business on such Note of next succeeding Regular Record Date. Unless otherwise specified in the Holder. For any Certificated Noteapplicable Pricing Supplement, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent the “Regular Record Date” with respect to such Note not less than fifteen any Security will be the date 15 calendar days prior to the applicable payment date. In the event that payment each Interest Payment Date, whether or not such date is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notesa Business Day. Payment of the principal, principal of and any premium, if anyinterest, Additional Amounts and interest due with other amounts on or in respect to of any Certificated Note on any date of at Stated Maturity will or upon acceleration or redemption shall be made to the registered Holder on such date in immediately available funds to the person in whose name such note is registered upon surrender of such Note at the Corporate Trust Office or at the specified office of any other Paying Agent with respect to that Note and accompanied by wire transfer instructionsAgent; provided that the Certificated Note is presented to such the Paying Agent in time for such the Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay Payments of the principal of and any administrative costs imposed by banks in connection with making payments by wire transferpremium, but any taxinterest, assessment Additional Amounts and other amounts on or governmental charge imposed upon payments will be borne by the Holders in respect of which Securities to be made other than at Stated Maturity or upon redemption shall be made by check mailed on or before the due date for such payments are to the address of the Person entitled thereto as it appears in the Register; provided that (a) DTC and the Common Depositary, as Holder of the Global Securities, shall be entitled to receive payments of interest by wire transfer of immediately available funds, (b) a Holder of at least US$1,000,000 (or the approximate equivalent thereof in a Specified Currency other than U.S. dollars) in aggregate principal or face amount of Securities of the same Series shall be entitled to receive payments of interest by wire transfer of immediately available funds to an account maintained by such Holder at a bank located in the United States as may have been appropriately designated by such Holder to the Trustee in writing no later than fifteen (15) days prior to the date such payment is due and (c) to the extent that the Holder of a Note issued and denominated in a Specified Currency other than U.S. dollars elects to receive payment of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of such Note at Stated Maturity or upon redemption in such Specified Currency, such payment, except in circumstances described in the applicable Pricing Supplement, shall be made by wire transfer of immediately available funds to an account specified in writing not less than fifteen (15) days prior to the date such payment is due by the Holder to the Trustee. Unless such designation is revoked, any such designation made by such Holder with respect to such Securities shall remain in effect with respect to any future payments with respect to such Securities payable to such Holder. Payments of interest on any Fixed Rate Note or Floating Rate Note with respect to any Interest Payment Date will include interest accrued to but excluding such Interest Payment Date; provided, that, unless otherwise provided herein. Notwithstanding anything to specified in the contrary in this Article 2applicable Pricing Supplement, if the Interest Reset Dates with respect to any Floating Rate Note are daily or weekly, interest payable on such Note on any Interest Payment Date, other than interest payable on the date on which principal on any such Note is payable, will include interest accrued to but excluding the day following the next preceding Regular Record Date. With respect to a Global Floating Rate Note, accrued interest from the date of issue or from the last date to which interest has been paid is calculated by multiplying the principal or face amount of such Floating Rate Note deposited with a custodian forby an accrued interest factor. Such accrued interest factor is computed by adding the interest factor calculated for each day from the date of issue, and registered or from the last date to which interest has been paid, to but excluding the date for which accrued interest is being calculated. Unless otherwise specified in the name applicable Pricing Supplement, the interest factor (expressed as a decimal) for each such day is computed by dividing the interest rate (expressed as a decimal) applicable to such date by 360, in the case of LIBOR Notes, or by the actual number of days in the year, in the case of Treasury Rate Notes. Unless otherwise specified in the applicable Pricing Supplement, interest on Fixed Rate Notes will be calculated on the basis of a nominee of360-day year consisting of twelve (12) months of thirty (30) days each and, The Depository Trust Company in the case of an incomplete month, the number of days elapsed. Unless otherwise specified in the applicable Pricing Supplement, if any Interest Payment Date (“DTC”other than the Stated Maturity) for any Floating Rate Note would otherwise be a day that is not a Business Day in the relevant locations specified in the Pricing Supplement and the place of payment, such Interest Payment Date shall be the next Business Day succeeding such Business Day (except that, in the case of a LIBOR Note, if such Business Day is in the next succeeding calendar month, such Interest Payment Date shall be the next Business Day preceding such Business Day). If the Stated Maturity for any Fixed Rate Note or Floating Rate Note or the Interest Payment Date for any Fixed Rate Note falls on a day which is not a Business Day in the relevant locations specified in the Pricing Supplement and the place of payment, payment of principal (and premium, if any) and interest payments on the with respect to such Note will be made to DTC, as on the Registered Holder next succeeding Business Day in the place of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance payment with the provisions of this Indenture same force and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee effect as if made on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) due date and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear no interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form payment will be dated as of the applicable Interest Payment Date and will bear interest accrue from and after such due date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchange.

Payment of Principal and Interest. Payments (a) Sections 307 and 1001 of the Base Indenture shall apply to the Notes; provided, however, that, with respect to any Noteholder with an aggregate principal amount in excess of $1,000,000, at the application of such Holder in writing to the Security Registrar not later than the relevant record date, accrued and unpaid interest on such Holder’s Notes shall be paid by wire transfer in immediately available funds to such Holder’s account in the United States supplied by such Holder from time to time to the Trustee and principal will be Paying Agent (if different from Trustee); provided further that payment of accrued and unpaid interest made to the Holder at Depositary shall be paid by wire transfer in immediately available funds in accordance with such wire transfer instructions and other procedures provided by the address of such Holder appearing on the Register Depositary from time to time. (b) Except as defined otherwise provided in this Indenture) Section 4.01(b), a Holder of any Notes at the close of business on the 15th calendar day (whether or not a Business Day) prior Record Date shall be entitled to any due date for the payment receive interest on such Note (Notes on the “Regular corresponding Interest Payment Date. A Holder of any Notes as of a Record Date”), (i) in Date that are converted after the case close of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days business on such Record Date and prior to the applicable payment date, and (ii) in opening of business on the case corresponding Interest Payment Date shall be entitled to receive interest on the principal amount of Certificated such Notes, by notwithstanding the conversion of such Notes prior to such Interest Payment Date. However, a Paying Agent by mailing Holder that surrenders any Notes for conversion between the close of business on a check Record Date and the opening of business on the corresponding Interest Payment Date shall be required to pay the Company an amount equal to the Holder interest payable by the Company with respect to such Notes on such Interest Payment Date at the address of time such Holder; Holder surrenders such Notes for conversion, provided, however, that this sentence shall not apply to a Holder that converts Notes: (ai) interest payable in respect of which the Company has given notice of redemption pursuant to Section 3.03 on any date of Maturity shall be payable a Redemption Date that is after the relevant Record Date and on or prior to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding relevant Interest Payment Date shall be made on Date; or (ii) to the Interest Payment Date following extent of any overdue interest, if any overdue interest exists at the next succeeding Regular Record Date for such Note time of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent conversion with respect to such Note not less than fifteen calendar days Notes; (iii) in connection with a Fundamental Change in which the Company has specified a Fundamental Change Repurchase Date that is after a Record Date and on or prior to the applicable payment datenext Interest Payment Date; or (iv) after the Record Date immediately preceding the Maturity Date. In the event Accordingly, a Holder that payment is so made in accordance with instructions converts Notes under any of the Holdercircumstances described in clauses (i), such wire transfer shall (ii), (iii) or (iv) above will not be deemed required to constitute full and complete payment of such principal, premium and/or pay to the Company an amount equal to the interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne payable by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchange.

Payment of Principal and Interest. Payments The Borrower shall pay principal and Interest on the Advances as follows: (a) 100% of interest the outstanding principal amount of each Advance, together with all accrued and unpaid Interest thereon, shall be payable on the Final Maturity Date. (b) Interest shall accrue on the unpaid principal will amount of each Advance from the date of such Advance until such principal amount is paid in full. The Administrative Agent shall, prior to each Payment Date, determine the accrued and unpaid Interest for the related Interest Accrual Period and Unused Fees payable thereto using the Interest Rate applicable thereto during such Interest Accrual Period to be made paid by the Borrower on each Payment Date for the related Interest Accrual Period and shall advise each Lender, the Collateral Agent and the Servicer thereof and shall send a consolidated invoice of all such Interest and Unused Fees to the Holder at the address of such Holder appearing Borrower on the Register third (as defined in this Indenture3rd) at the close of business on the 15th calendar day (whether or not a Business Day) Day prior to any due date for the payment on Payment Date Report Determination Date with respect to such Note Payment Date. (the “Regular Record Date”), c) Accrued and unpaid Interest shall be payable in arrears (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by on each Holder not less than fifteen calendar days prior to the applicable payment datePayment Date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on connection with any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note prepayment of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect Advances pursuant to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructionsSection 2.06(a); provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered any prepayment in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount full of the outstanding Global Note by an Advances outstanding, accrued and unpaid Interest on such amount equal to through the amount date of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes prepayment shall be calculated based payable on such increased principal amount) date or as otherwise agreed to between the Lenders and the Borrower and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders any partial prepayment of the underlying Notes in an aggregate principal Advances outstanding, accrued and unpaid Interest on such amount equal to through the amount date of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof prepayment shall be payable on the relevant record date, as shown Payment Date following such prepayment (or on such date of prepayment if requested by the records Administrative Agent). (d) The obligation of the register of such Holders. Following an increase in Borrower to pay the principal amount Obligations, including the obligation of the outstanding Global Notes as a result of a PIK Payment, Borrower to pay the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce Lenders the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note Advances and accrued Interest thereon, shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made be absolute and unconditional, and shall be paid strictly in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date hereof (including Section 2.15), under any and will be governed by, all circumstances and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements irrespective of any stock exchange on setoff, counterclaim or defense to payment which the Notes Borrower or any other Person may be listed, and upon such notice have or have had against any Secured Party or any other Person except as may be required by such exchangeotherwise provided under the Facility Documents.

Payment of Principal and Interest. Payments (a) Unless otherwise specified pursuant to Section 2.01(d) hereof, interest on the Debentures shall be computed on the basis of a 360-day year composed of twelve 30-day months, except that for any period shorter than a full calendar month, interest and principal will be computed on the basis of the actual number of days elapsed in such period. (b) Unless otherwise provided with respect to a series of Debentures, (1) the principal and Redemption Price of and interest on each Debenture shall be payable in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts; (2) the principal and Redemption Price of any Debenture and interest payable on the Stated Maturity Date (if other than an Interest Payment Date) or Redemption Date shall be payable upon surrender of such Debenture at the office or agency of any Paying Agent therefor; provided, however, that payments of such principal, Redemption Price or interest in respect of the Series 1997 Debentures to Trust I as the sole holder thereof or in respect of Global Debentures shall be made in immediately available funds to Property Trustee I on behalf of Trust I or to the Depository pursuant to Section 2.12 hereof, as the case may be; and (3) interest on any Debenture (other than on the Stated Maturity Date or Redemption Date) shall be paid on each Interest Payment Date therefor to the Holder at the address of such Holder appearing on the Register (as defined in this Indenture) thereof at the close of business on the 15th calendar day Regular Record Date therefor, such interest to be payable at the option of the Company by (whether i) check mailed to the address of the Person entitled thereto as such address appears on the Securities Register or not a (ii) by transfer to an account maintained by the person entitled thereto as specified in the Securities Register; provided that proper and timely transfer instructions have been received ten Business Day) Days prior to any due date for the payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, provided however, that (ai) interest payable on any date at the written request of Maturity shall be payable the Holder of at least $10,000,000 aggregate principal amount of Debentures received by the Registrar not later than ten Business Days prior to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall Date, such interest accrued on such Debenture will be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment payable by wire transfer but only if appropriate payment instructions have been received within the continental United States in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior immediately available funds to the applicable payment date. In bank account number of such Holder specified in such request and entered on the event that payment is so Securities Register by the Registrar and (ii) payments of such interest made in accordance with instructions respect of the Holder, such wire transfer Series 1997 Debentures to Trust I as the sole holder thereof or in respect of Global Debentures shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender to Property Trustee I on behalf of such Note at Trust I or the specified office of any Paying Agent with respect Depository pursuant to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTCSection 2.12 hereof, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes case may be. (c) Except as specified pursuant to Section 2.01 or Section 4.01(b) hereof, interest on any Debenture which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be issued paid to the Person in certificated form in exchange for a Global Note only if whose name that Debenture (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes Predecessor Debentures) is registered in at the name of, or held by, DTC or its nominee close of business on the relevant record dateRegular Record Date for such interest. Any interest (as used in this Indenture, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent term "interest" shall include quarterly interest payments, interest on quarterly interest payments not paid on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed byDate, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the GuarantorsAdditional Sums, as applicable) on any Debenture which is payable, will pay but is not punctually paid or duly provided for, on any Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (as defined 1) and (2) below: (1) The Company may elect to make payment of any Defaulted Interest to the Persons in accordance whose names the Debentures (or their respective Predecessor Debentures) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall, not less than 15 Business Days prior to the date of the proposed payment, notify the Trustee and the Paying Agent in writing of the amount of Defaulted Interest proposed to be paid on each Debenture and the date of the proposed payment, and at the same time the Company shall deposit with the procedures set forth below Paying Agent an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Paying Agent for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. The Special Record Date for the payment of such Defaulted Interest shall be the close of business on the tenth calendar day prior to the date of the proposed payment. The Trustee shall, in the name and at the expense of the Company, cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to the Holders thereof, not less than 7 calendar days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been given, such Defaulted Interest shall be paid to the Persons in whose names the Debentures (or their respective Predecessor Debentures) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (2). (2) The Company may make payment of any Defaulted Interest on the Debentures in any other lawful manner not inconsistent with the requirements of any stock securities exchange on which the Notes such Debentures may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee and the Paying Agent of the proposed payment pursuant to this Clause, such manner of payment shall be deemed practicable by the Paying Agent. (d) Subject to the foregoing provisions of this Section, each Debenture delivered under this Junior Indenture upon registration of transfer of or in exchange for or in lieu of any other Debenture shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Debenture.

Payment of Principal and Interest. Payments Note Interest ------------------------------------------------ Shortfall; Note Interest Carryover. (a) The Notes shall accrue interest as ---------------------------------- provided in the forms of Notes set forth in Exhibit A, and such interest shall be payable on each Distribution Date as specified therein, subject to Section 3. 1. Any installment of interest (and principal will any Note Interest Carryover) or principal, if any, payable on any Note which is punctually paid or duly provided for by the Issuer on the applicable Distribution Date shall be made paid to the Holder at the address of such Holder appearing on the Register (as defined Person in this Indenture) at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on whose name such Note (or one or more Predecessor Notes) is registered on the “Regular Record Date by check mailed first-class, postage prepaid to such Person's address as it appears on the Note Register on such Record Date”, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), (i) in the case of Global Notes, by a Paying Agent payment shall be made by wire transfer of in immediately available funds to Holders to an the account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to such nominee and except for the applicable payment date, and (ii) in the case final installment of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest principal payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to on a Distribution Date or on the applicable payment dateNote Final Maturity Date for such Note which shall be payable as provided below. In the event that payment is so made The funds represented by any such checks returned undelivered shall be held in accordance with instructions Section 3.3. (b) The principal of each Note shall be payable in installments on each Distribution Date as provided in the forms of Note set forth in Exhibit A. Notwithstanding the foregoing, the entire unpaid principal amount of each class of the Holder, such wire transfer Notes shall be deemed to constitute full due and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premiumpayable, if anynot previously paid, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary Final Maturity Date for such Global Note, or DTC ceases to be a “clearing agency” registered under class of Notes and on the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) date on which an Event of Default has shall have occurred and is be continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer if the Indenture Trustee or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount Noteholders of the Notes in up to an aggregate amount representing not to exceed the total principal amount less than a majority of the Notes. Each Global Note shall include a schedule on which decreases Outstanding Amount of the Notes have declared the Notes to be immediately due and payable in the corresponding principal amount resulting from Excess Cash Payments made manner provided in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangeSection 5.