Common use of Payments to Holders Clause in Contracts

Payments to Holders. Except as otherwise provided in a supplemental indenture, no payment shall be made with respect to the principal of or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities to be called for redemption in accordance with Article III as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, if: (a) a default in the payment of principal, premium, interest, rent or other obligations due on any Senior Indebtedness occurs and is continuing (or, in the case of Senior Indebtedness for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (b) an event of default or a default, in each case, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness (or a trustee or other authorized party on their behalf) to accelerate its maturity and the Trustee receives a notice of the default (a “Payment Blockage Notice”) from a Representative or the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (b) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, premium, if any, and interest on the Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (b) above, 179 days pass after notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article XII otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, before any payment is made on account of the principal of or interest on the Securities (except payments made pursuant to Article VI from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article XII, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. For purposes of this Article XII, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new person, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new person, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another person upon the terms and conditions provided for in Article V shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 if such other person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article V. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities in respect of the principal of or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with Article III as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration at the address set forth in the notice from the Agent (or successor agent) to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section 12.2, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expired. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtedness, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 12.2 or elsewhere in this Article XII shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.7. This Section 12.2 shall be subject to the further provisions of Section 12.5.

Payments to Holders. Except as otherwise provided in a supplemental indenture, no No payment shall be made with respect to the principal of of, or premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities to be called for redemption in accordance with Article III as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5this Instrument, if: (a1) a default in the payment of principal, premium, interestif any, rent or interest or other obligations payment due on any Senior Indebtedness occurs and is continuing (or, in the case of Senior Indebtedness for which there is a beyond any applicable period of grace, in the event of such grace (a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness"Payment Default"), unless and until such default shall have been cured or waived or shall have ceased to exist; or (b2) an event of default or a default, in each case, other than a payment defaultPayment Default, on a Designated Senior Indebtedness occurs and is continuing with respect to Designated Senior Indebtedness that then permits holders of such the Designated Senior Indebtedness (or a trustee or other authorized party on their behalf) as to which such default relates to accelerate its maturity and the Trustee receives holder of this Instrument and the Company receive a written notice of the such default (a “"Payment Blockage Notice”") from a Representative representative of Designated Senior Indebtedness or a holder of Designated Senior Indebtedness (a "Non-Payment Default") and each such period during which payments in respect of this Instrument are so prohibited is referred to as a "Payment Blockage Period." The Company may and shall resume payments on this Instrument in the case of a Payment Default, on the date upon which such default is cured or waived or ceases to exist. The Company may and shall resume payments on this Instrument, and the applicable Payment Blockage Period shall terminate, in the case of a Non-Payment Default, on the earliest to occur of the following dates: (w) the date upon which such Non-Payment Default is cured or waived or otherwise ceases to exist; (x) 179 days after the date of receipt by the holder of this Instrument of such Payment Blockage Notice (provided the Senior Indebtedness shall not theretofore have been accelerated and provided further, that upon the rescission (if any) of such acceleration, payments in respect of this Instrument shall resume as and to the extent set forth below); (y) the date on which the Senior Indebtedness shall have been discharged or paid in full; or (z) the date on which such Payment Blockage Period shall have been terminated by written notice to the Company or the holder of this Instrument from the holder of Senior Indebtedness who delivered the Payment Blockage Notice or its representative, and after which, in the case of clauses (w) through (z), the Company shall resume making any and all required payments in respect of this Instrument, including any payments not made during the Payment Blockage Period. At any time (i) after the occurrence of a Payment Default and until the conditions described in the first sentence of the previous paragraph are satisfied, or (ii) after the receipt of a Payment Blockage Notice by the holder of this Instrument and the Company and until the termination of the Payment Blockage Period, the holder of this Instrument shall have no right to accelerate the maturity of the amounts due under this Instrument or otherwise demand payment thereof, enforce any claim with respect to the amounts due under this Instrument, institute or attempt to institute any bankruptcy or insolvency proceedings against the Company or the Company's property without the prior written consent of each holder of Senior Indebtedness, until the first to occur of (a) acceleration of the Senior Indebtedness; or (b) commencement of judicial enforcement of any rights or remedies under the documents evidencing the Senior Indebtedness of applicable law with respect to the Senior Indebtedness or the documents evidencing the Senior Indebtedness, or commencement of a proceeding of the nature described in Sections 3(a)(4) or 3(a)(5) above (each, an "Insolvency Proceeding"), except to the extent (but only to such extent) that the commencement of a legal action may be required to toll the running of any applicable statute of limitation. If the Trustee receives any No new period of payment blockage may be commenced pursuant to a Payment Blockage Notice pursuant to clause (b) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness Company's receipt of the immediately prior Payment Blockage Notice, and . No default (B) all scheduled payments whether or not such event of principal, premium, if any, and interest default is on the Securities that have come due have been paid in full in cash. No nonpayment default same issue of Designated Senior Indebtedness) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee holder of this Instrument shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (b) above, 179 days pass after notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article XII otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, before any payment is made on account of the principal of or interest on the Securities (except payments made pursuant to Article VI from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article XII, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. For purposes of this Article XII, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new person, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new person, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another person upon the terms and conditions provided for in Article V shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 if such other person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article V. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities in respect of the principal of or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with Article III as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities this Instrument is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration at acceleration. Notwithstanding the address set forth foregoing, in the notice from event that the Agent (or successor agent) to the Trustee as being the address to which the Trustee should send its notice pursuant to holder of this Section 12.2, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expired. In the event that, notwithstanding the foregoing provisions, Instrument receives any payment or distribution of assets of the Company of any kind or characterin contravention of any term of this Section 5, whether in cash, property or securities (securities, including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full full, in cash or such other form of payment satisfactory as may be acceptable to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtedness, then such payment or distribution shall be held by the recipient or recipients in trust for the benefit of of, and shall promptly be paid over or delivered to to, the holders of Senior Indebtedness or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness make payment in full full, in cash or such other form of payment satisfactory as may be acceptable to the holders of such Senior Indebtedness, of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution distribution, or provision therefor, to or for the holders of such Senior Indebtedness. Nothing in this Section 12.2 or elsewhere in this Article XII shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.7. This Section 12.2 shall be subject to the further provisions of Section 12.5.

Payments to Holders. Except as otherwise provided in a supplemental indenture, no No payment shall be made with respect to the principal of of, or premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities to be called for redemption in accordance with Article III as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, if: (ai) a default in the payment of principal, premium, interest, rent interest or other obligations due on any Senior Indebtedness occurs and is continuing (or, in the case of Senior Indebtedness for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (bii) an event of default or a default, in each case, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness (or a trustee or other authorized party on their behalf) to accelerate its maturity and the Trustee receives a notice of the default (a “"Payment Blockage Notice”") from a Representative or the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (bii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section 12.1 unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, premium, if any, and interest on the Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (bii) above, 179 days pass after notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article XII otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, before any payment is made on account of the principal of of, premium, if any, or interest on the Securities (except payments made pursuant to Article VI from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article XII, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. For purposes of this Article XII, the words, “"cash, property or securities” " shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other person corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new personcorporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new personcorporation, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another person corporation upon the terms and conditions provided for in Article V shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 if such other person corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article V. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities in respect of the principal of of, premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with Article III as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration at the address set forth in the notice from the Agent (or successor agent) to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section 12.2, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expiredacceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtedness, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 12.2 or elsewhere in this Article XII shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.7. This Section 12.2 shall be subject to the further provisions of Section 12.5.

Payments to Holders. Except as otherwise provided in a supplemental indenture, no No payment shall be made with respect to the principal of of, or premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities to be called for redemption in accordance with Article III as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, if: (ai) a default in the payment of principal, premium, interest, rent or other obligations due on any Senior Indebtedness occurs and is continuing (or, in the case of Senior Indebtedness for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (bii) an event of default or a default, in each case, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness (or a trustee or other authorized party on their behalf) to accelerate its maturity and the Trustee receives a notice of the default (a “Payment Blockage Notice”) from a Representative or the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (bii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, premium, if any, and interest on the Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (bii) above, 179 days pass after notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article XII otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, before any payment is made on account of the principal of of, premium, if any, or interest on the Securities (except payments made pursuant to Article VI from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article XII, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. For purposes of this Article XII, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other person corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new personcorporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new personcorporation, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another person corporation upon the terms and conditions provided for in Article V shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 if such other person corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article V. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities in respect of the principal of of, premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with Article III as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration at the address set forth in the notice from the Agent (or successor agent) to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section 12.2, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expired. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtedness, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 12.2 or elsewhere in this Article XII shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.7. This Section 12.2 shall be subject to the further provisions of Section 12.5.

Payments to Holders. Except as otherwise provided in a supplemental indenture, no No payment shall be made with respect to the principal of of, or premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities to be called for redemption in accordance with Article III as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, if: (ai) a default in the payment of principal, premium, interest, rent or other obligations due on any Senior Indebtedness occurs and is continuing (or, in the case of Senior Indebtedness for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (bii) an event of default or a default, in each case, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness (or a trustee or other authorized party on their behalf) to accelerate its maturity and the Trustee receives a notice of the default (a “Payment Blockage Notice”) from a Representative or the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (b) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, premium, if any, and interest on the Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (b) above, 179 days pass after notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article XII otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, before any payment is made on account of the principal of of, premium, if any, or interest on the Securities (except payments made pursuant to Article VI from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article XII, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. For purposes of this Article XII, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other person corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new personcorporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new personcorporation, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another person corporation upon the terms and conditions provided for in Article V shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 if such other person corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article V. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities in respect of the principal of of, premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with Article III as provided in the IndentureIII), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration at the address set forth in the notice from the Agent (or successor agent) to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section 12.2, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expired. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtedness, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 12.2 or elsewhere in this Article XII shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.7. This Section 12.2 shall be subject to the further provisions of Section 12.5.

Payments to Holders. Except as otherwise provided in a supplemental indenture, no (a) No payment shall be made with in respect to of the principal of or interest on the Securities (including, but not limited towithout limitation, the redemption price with respect to the Securities to be called for redemption in accordance with Article III as provided in the IndentureRedemption Price, Purchase Price and Change of Control Purchase Price), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.512.05, if: (ai) a default in the payment of principal, premium, interest, rent interest or other payment obligations due on in respect of any Designated Senior Indebtedness of the Company occurs and is continuing (or, in the case of Designated Senior Indebtedness of the Company for which there is a period of grace, in the event of if such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Designated Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (bii) an event of default or a default, in each case, other than a payment default, on a in respect of any Designated Senior Indebtedness of the Company occurs and is continuing that then permits holders of such Designated Senior Indebtedness (or a trustee or other authorized party on their behalf) to accelerate its maturity and the Trustee receives a notice of the default (a “Company Payment Blockage Notice”) from a Representative or holder of such Designated Senior Indebtedness. Subject to the Company. If provisions of Section 12.05, if the Trustee receives any Company Payment Blockage Notice pursuant to clause (bii) above, no subsequent Company Payment Blockage Notice shall be effective for purposes of this Section 12.02(a) unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Company Payment Blockage Notice, and (B) all scheduled payments of principal, premium, if any, and interest on the Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Company Payment Blockage Notice to the Trustee (unless such default was waived, cured or otherwise ceased to exist and thereafter subsequently reoccurred) shall be, or be made, the basis for a subsequent Company Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (1i) the date upon which the default is cured or waived or ceases to exist, ; or (2ii) in the case of a default referred to in clause (bii) above, 179 days pass after notice a Company Payment Blockage Notice is received if the maturity of such Designated Senior Indebtedness has not been acceleratedreceived, unless this Article XII 12 otherwise prohibits the payment or distribution at the time of such payment or distribution. In the event of acceleration pursuant to Section 7.02, no payment or distribution shall be made to the Trustee or any Holder in respect of the principal of or interest on the Securities (including, without limitation, the Redemption Price, Purchase Price or Change of Control Purchase Price), except payments and distributions made by the Trustee as permitted by the first paragraph of Section 12.05, until all Senior Indebtedness of the Company has been paid in full in cash or other payment satisfactory to the holders thereof or such acceleration is rescinded in accordance with the terms of this Indenture. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, Company (whether voluntary or involuntary involuntary) or in bankruptcy, insolvency, receivership or other similar proceedings, all amounts due or to become due upon all Senior Indebtedness of the Company shall first be paid in full in cash cash, or other payment payments satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtednessthereof, before any payment is made on account in respect of the principal of or interest on the Securities (except payments made pursuant to Article VI from monies deposited with including, without limitation, the Trustee pursuant thereto prior to commencement Redemption Price, Purchase Price and Change of proceedings for such dissolution, winding-up, liquidation or reorganizationControl Purchase Price); and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article XII12, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of such Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of such Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their representative Representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issuedRepresentatives, as their respective interests may appear, to the extent necessary to pay all such Senior Indebtedness in fullfull in cash, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. For purposes of this Article XII, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new person, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new person, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another person corporation upon the terms and conditions provided for in Article V 6 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 12.02(a) if such other person corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article V. In 6. (b) For purposes of this Article 12, the event words “cash, property or securities” shall not be deemed to include shares of stock of the acceleration Company, as reorganized or readjusted, or securities of the Securities because Company or any other corporation provided for by a plan of an Event reorganization or readjustment, the payment of Default, no payment or distribution shall be made which is subordinated at least to the Trustee or any Holder of Securities extent provided in respect of the principal of or interest on the Securities (including, but not limited to, the redemption price this Article 12 with respect to the Securities called for redemption in accordance with Article III as provided in to the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph payment of Section 12.5, until all Senior Indebtedness has been paid in full in cash of such the Company which may at the time be outstanding; provided that (1) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any reorganization or other payment satisfactory to readjustment, and (2) the rights of the holders of such Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, (other than leases which are not assumed by the Company shall promptly notify holders or the new corporation, as the case may be) are not, without the consent of Senior Indebtedness of the acceleration at the address set forth in the notice from the Agent such holders, altered by such reorganization or readjustment. (or successor agentc) to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section 12.2, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expired. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, foregoing shall be received by the Trustee Holders or the Holders of the Securities Trustee before all Senior Indebtedness of the Company is paid in full full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtednessholders, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the such holders of Senior Indebtedness or their representative Representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issuedRepresentatives, as their respective interests may appear, as calculated by the Company, for application to the payment of all such Senior Indebtedness remaining unpaid to the extent necessary to pay all such Senior Indebtedness in full full, in cash or other payment satisfactory to the holders of such Senior Indebtednessholders, after giving effect to any concurrent payment or distribution to or for the holders of any such Senior Indebtedness. holders. (d) Nothing in this Section 12.2 or elsewhere in this Article XII 12.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.78.07. This Section 12.2 12.02 shall be subject to the further provisions of Section 12.512.05.

Payments to Holders. Except as otherwise provided in a supplemental indenture, no No payment shall be made with respect to the principal of or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities to be called for redemption in accordance with Article III as provided in the Indenture)Securities, except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.510.5, if: (aA) a default in the payment of principal, premium, interest, rent or other obligations due on any in respect of Senior Indebtedness Debt occurs and is continuing (or, in the case of Senior Indebtedness for which there is a beyond any applicable period of grace, in the event of such grace (a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness“Payment Default”), unless and until such default Payment Default shall have been cured or waived or shall have ceased to exist; or (bB) an event of default or a default, in each case, other than a payment defaultPayment Default, on a Designated any Senior Indebtedness Debt occurs and is continuing that then permits holders of such Designated Senior Indebtedness (Debt or a trustee or other authorized party on their behalf) Representative thereof to accelerate its maturity (or in the case of any lease, a default occurs and is continuing that permits the Trustee receives a notice lessor to either terminate the lease or require the Company to make an irrevocable offer to terminate the lease following an event of the default thereunder) (a “Non-Payment Blockage NoticeDefault”) from a Representative or the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (b) above), no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days such Non-Payment Default shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, premium, if any, and interest on the Securities that been cured or waived or shall have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice ceased to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Noticeexist. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) the date upon which the default any such Payment Default or Non-Payment is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (b) above, 179 days pass after notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article XII otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-winding up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness Debt shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, Debt or provision is made for such payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, Debt before any payment is made on account of the principal of or interest on the Securities (except payments made pursuant to Article VI VII from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-winding up, liquidation or reorganization); , and upon any such dissolution or winding-winding up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other similar proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders holders of the Securities or the Trustee would be entitled, except for the provision provisions of this Article XIIX, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness Debt held by such holders, or as otherwise required by law or a court order) or their representative Representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issuedRepresentatives, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness Debt in full, in cash or other payment satisfactory to the holders of such Senior IndebtednessDebt, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt, before any payment or distribution or provision therefor is made to the Holders holders of the Securities or to the Trustee. For purposes of this Article XIIX, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other person corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII X with respect to the Securities to the payment of all Senior Indebtedness Debt which may at the time be outstanding; outstanding provided that (i) the Senior Indebtedness Debt is assumed by the new personcorporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness Debt (other than leases which are not assumed by the Company or the new personcorporation, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another person Person upon the terms and conditions provided for in Article V Section 9.13 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 10.2 if such other person Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article V. Section 9.13. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder holder of Securities in respect of the principal of or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with Article III as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.510.5, until all Senior Indebtedness Debt has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. Debt If payment of the Securities is accelerated because of an Event of Default, the Company or the Trustee shall promptly notify holders of Senior Indebtedness Debt of the acceleration at the address set forth in the notice from the Agent (or successor agent) to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section 12.2, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expiredacceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoingforegoing provisions in this Section 10.2, shall be received by the Trustee or the Holders holders of the Securities before all Senior Indebtedness Debt is paid in full in cash or other payment satisfactory to the holders of such Senior IndebtednessDebt, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior IndebtednessDebt, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness Debt or their representative Representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issuedRepresentatives, as their respective interests may appear, as calculated by the Company, for application to the payment of all any Senior Indebtedness Debt remaining unpaid to the extent necessary to pay all Senior Indebtedness Debt in full in cash or other payment satisfactory to the holders of such Senior IndebtednessDebt, after giving effect to any concurrent payment or distribution to or for the holders of such Senior IndebtednessDebt. Nothing in this Section 12.2 or elsewhere in this Article XII 10.2 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.76.7. This Section 12.2 10.2 shall be subject to the further provisions of Section 12.510.5.

Payments to Holders. Except as otherwise provided in a supplemental indenture, no No payment shall be made with respect to the principal of of, or premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities to be called for redemption in accordance with Article III 11 as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.515.5, if: (ai) a default in the payment of principal, premium, if any, interest, rent or other obligations due on any Senior Indebtedness Debt occurs and is continuing (or, in the case of Senior Indebtedness Debt for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior IndebtednessDebt) (a “Payment Default”), unless and until such default shall have been cured or waived or shall have ceased to exist; or (bii) an event of default or a default, in each case, other than a payment defaultPayment Default, on a any Designated Senior Indebtedness Debt occurs and is continuing that then permits holders of such Designated Senior Indebtedness (or a trustee or other authorized party on their behalf) Debt to accelerate its maturity and the Trustee receives a notice of the default (a “Payment Blockage Notice”) from a holder of Designated Senior Debt, a Representative of Designated Senior Debt or the CompanyCompany (a “Non-Payment Default”). If the Trustee receives any Payment Blockage Notice pursuant to clause (bii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, premium, if any, and interest on the Securities that have come due have been paid in full in cash. No nonpayment default Non-Payment Default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (b) above, 179 days pass after notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article XII otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, before any payment is made on account of the principal of or interest on the Securities (except payments made pursuant to Article VI from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article XII, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. For purposes of this Article XII, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new person, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new person, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another person upon the terms and conditions provided for in Article V shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 if such other person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article V. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities in respect of the principal of or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with Article III as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration at the address set forth in the notice from the Agent (or successor agent) to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section 12.2, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expired. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtedness, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 12.2 or elsewhere in this Article XII shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.7. This Section 12.2 shall be subject to the further provisions of Section 12.5.

Payments to Holders. Except as otherwise provided in a supplemental indenture, no No payment shall be made with respect to the principal of or interest (including Contingent Interest and Additional Interest, if any) on the Securities (including, but not limited to, the redemption price Fundamental Change Repurchase Price and the Redemption Price with respect to the Securities subject to be called for purchase or redemption in accordance with Articles 3 and 11, respectively, and any payment of cash upon conversion in accordance with Article III as provided in the Indenture9), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.512.05, if: (a) a default in the payment of principal, premium, interest, rent interest or other obligations amounts due on any Senior Indebtedness Debt, or in respect of any redemption or repurchase obligation under any Senior Debt, occurs and is continuing (or, in the case of Senior Indebtedness Debt for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior IndebtednessDebt) (a “Payment Default”), unless and until such default shall have been cured or waived or shall have ceased to exist; or (b) an event of default or a default, in each case, other than a payment defaultPayment Default, on a any Designated Senior Indebtedness Debt occurs and is continuing that then permits holders of such Designated Senior Indebtedness Debt (or a trustee or other authorized party on their behalfany Representative) to accelerate its maturity (a “Non-Payment Default”) and a Responsible Officer of the Trustee receives at the Corporate Trust Office a written notice of the default (a “Payment Blockage Notice”) from the Company or a Representative or of Designated Senior Debt. Notwithstanding the Company. If foregoing, following the Trustee receives any delivery of a Payment Blockage Notice, no new Payment Blockage Notice pursuant may be delivered and no new period of payment blockage with respect to clause the Securities may begin until both (bi) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 consecutive days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, Notice and (Bii) all scheduled payments of principal, premiumany premium and interest (including Contingent Interest and Additional Interest, if any, and interest on ) with respect to the Securities that have come are due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice with respect to the Trustee shall be, or Designated Senior Debt whose holders delivered the Payment Blockage Notice may be made, made the basis for of a subsequent Payment Blockage NoticeNotice by the holders of such Designated Senior Debt, whether or not within a period of 365 consecutive days. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier ofupon: (1) in the case of a Payment Default, the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a Non-Payment Default, the earlier of (i) the date on which such default referred is cured or waived or ceases to exist, in clause each case as and to the extent permitted under the documentation for the Designated Senior Debt, or (bii) abovethe 179th day after the date on which the applicable Payment Blockage Notice is received, 179 days pass after notice is received if in each case, unless the maturity of such the Designated Senior Indebtedness Debt has not been accelerated, unless accelerated or this Article XII 12 otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, Company (whether voluntary or involuntary involuntary) or in bankruptcy, insolvency, receivership or other similar proceedings, all amounts due or to become due upon all Senior Indebtedness Debt shall first be paid in full in cash cash, or other payment payments satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, Debt before any payment of cash, property or securities is made on account of the principal of or interest on (including Contingent Interest and Additional Interest, if any) on, or with respect to the conversion of, the Securities (except except, to the extent required by applicable law, payments made pursuant to Article VI 9 from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article XII12, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness Debt held by such holders, or as otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness Debt in fullfull in cash, in cash or other payment satisfactory to the holders of such Senior IndebtednessDebt, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. For purposes of this Article XII12, the words, “cash, property or securities” shall not be deemed to include shares of stock Capital Stock of the Company as reorganized or readjusted, or securities of the Company or any other person corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII 12 with respect to the Securities to the payment of all Senior Indebtedness Debt which may at the time be outstanding; provided that (i) the Senior Indebtedness Debt is assumed by the new personcorporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness Debt (other than leases which are not assumed by the Company or the new personcorporation, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person corporation or the liquidation or dissolution of the Company following the conveyance conveyance, transfer or transfer lease of all or substantially all its property as an entirety, or substantially as an entirety, to another person corporation upon the terms and conditions provided for in Article V 6 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 12.02 if such other person corporation shall, as a part of such consolidation, merger, conveyance conveyance, transfer or transferlease, comply with the conditions stated in Article V. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities in respect of the principal of or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with Article III as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture6. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness Debt or their Representatives of such acceleration. The Company shall not pay the Securities until five days after the holders or Representatives for the holders of Senior Debt receive notice of the acceleration at the address set forth in the notice from the Agent (or successor agent) to the Trustee as being the address to and after which the Trustee should send its notice pursuant to Company shall pay the Securities only if this Section 12.2, unless there are no Article 12 otherwise permits payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expiredat that time. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness Debt is paid in full full, in cash or other payment satisfactory to the holders of such Senior IndebtednessDebt, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior IndebtednessDebt, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness Debt or their representative Representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issuedRepresentatives, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness Debt remaining unpaid to the extent necessary to pay all Senior Indebtedness Debt in full full, in cash or other payment satisfactory to the holders of such Senior IndebtednessDebt or their Representative, after giving effect to any concurrent payment or distribution to or for the holders of such Senior IndebtednessDebt. Nothing in this Section 12.2 or elsewhere in this Article XII 12.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.7Sections 7.06 or 8.07. This Section 12.2 12.02 shall be subject to the further provisions of Section 12.512.05.

Payments to Holders. Except as otherwise provided in a supplemental indenture, no No payment shall be made with respect to the principal of of, or premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities to be called for redemption in accordance with Article III as provided in the this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, if: (ai) a default in the payment of principal, premium, interest, rent or other obligations due on any Senior Indebtedness occurs and is continuing (or, in the case of Senior Indebtedness for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (bii) an event of default or a default, in each case, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness (or a trustee or other authorized party on their behalf) to accelerate its maturity and the Trustee receives a notice of the default (a “Payment Blockage NoticePAYMENT BLOCKAGE NOTICE”) from a Representative or the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (bii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, premium, if any, and interest on the Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (bii) above, 179 days pass after notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article XII otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, before any payment is made on account of the principal of of, premium, if any, or interest on the Securities (except payments made pursuant to Article VI from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article XII, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. For purposes of this Article XII, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other person corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new personcorporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new personcorporation, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another person corporation upon the terms and conditions provided for in Article V shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 if such other person corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article V. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities in respect of the principal of of, premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with Article III 3 as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration at the address set forth in the notice from the Agent (or successor agent) to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section 12.2, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expired. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtedness, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 12.2 or elsewhere in this Article XII shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.7. This Section 12.2 shall be subject to the further provisions of Section 12.5.

Payments to Holders. Except as otherwise provided in a supplemental indenture, no No payment shall be made with respect to the principal payment of or Principal Amount, Issue Price, accrued Liquidated Damages, if any, accrued Original Issue Discount, Redemption Price, Purchase Price, Fundamental Change Redemption Price, interest and any other amounts payable, if any, on the Securities (including, but not limited to, the redemption price with respect to the Securities to be called for redemption in accordance with Article III as provided in the Indenture)Securities, except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.510.05, if: (ai) a default in the any payment obligations in respect of principal, premium, interest, rent or other obligations due on any Senior Indebtedness occurs and is continuing (orcontinuing, in the case of Senior Indebtedness for which there is a without regard to any applicable period of grace, in the event of such grace (whether at maturity or at a default that continues beyond the period of grace, if any, specified in the instrument date fixed for payment or lease evidencing such Senior Indebtednessby declaration or otherwise), unless and until such default shall have been cured or waived or shall have ceased to exist; or (bii) an event of any other default or a default, in each case, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing with respect to Designated Senior Indebtedness that then permits the holders of such Designated Senior Indebtedness (or a trustee or other authorized party on their behalf) as to which such default relates to accelerate its maturity and the Trustee receives a notice of the default (a “"Payment Blockage Notice”") from a holder of Designated Senior Indebtedness, or a Representative or the Companyof Designated Senior Indebtedness. If the Trustee receives any Payment Blockage Notice pursuant to clause (bii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, premium, if any, and interest on the Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not less than 90 days (it being acknowledged that (x) any action of the Company or any of its Subsidiaries occurring subsequent to delivery of a Payment Blockage Notice that would give rise to any event of default pursuant to any provision of Senior Indebtedness under which an event of default previously existed (or was continuing at the time of delivery of such Payment Blockage Notice. ) shall constitute a new event of default for this purpose and (y) any breach of a financial covenant giving rise to a nonpayment default for a period ending subsequent to the date of delivery of the respective Payment Blockage Notice shall constitute a new event of default for this purpose.) The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) in case of a default referred to in clause (i) above, the date upon which the default is cured or waived in accordance with the terms of the governing instrument or ceases to exist, or (2) in the case of a default referred to in clause (bii) above, the date upon which the default is cured, waived in accordance with the terms of the governing instrument or ceases to exist or 179 days pass after notice the applicable Payment Blockage Notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article XII 10 otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization or bankruptcy of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedingssimilar proceedings relating to the Company or its property, or an assignment for the benefit of creditors or any marshaling of the Company's assets or liabilities, all amounts due or to become due upon all Senior Indebtedness of the Company shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, Indebtedness before any payment is made on account of the principal Principal Amount, Issue Price, accrued Original Issue Discount, accrued Liquidated Damages, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price, interest or any other amounts payable, if any, in respect of or interest on the Securities (except payments made pursuant to Article VI 8 hereof from monies deposited with the Trustee pursuant thereto prior to commencement the happening of proceedings for such dissolution, dissolution or winding-up, up or liquidation or reorganizationreorganization or bankruptcy of the Company, whether voluntary or involuntary or insolvency, receivership or similar proceedings relating to the Company or its property, or an assignment of the benefit of creditors or any marshaling of the Company's assets or liabilities); , and upon any such dissolution or winding-up or liquidation or reorganization or bankruptcy of the Company Company, whether voluntary or bankruptcy, involuntary or insolvency, receivership or other proceedingsimilar proceedings relating to the Company or its property, or an assignment of the benefit of creditors or any marshalling of the Company's assets or liabilities, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision provisions of this Article XII10, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or Company as otherwise required by law or a court order) their interests may appear or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any such Senior Indebtedness may have been issued, as their respective interests may appear, appear to the extent necessary to pay all such Senior Indebtedness in full, full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. For purposes of this Article XII, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new person, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new person, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another person upon the terms and conditions provided for in Article V shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 if such other person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article V. In the event of the acceleration of the that any Securities because of an Event of Defaultare declared due and payable before their Stated Maturity pursuant to Section 6.02, no payment or distribution shall be made to the Trustee or any Holder of Securities then and in respect of the principal of or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with Article III as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, event the Company shall promptly notify holders of its Senior Indebtedness of such acceleration. The Company may not pay the Securities until 120 days have passed after such acceleration at occurs and may thereafter pay the address set forth in the notice from the Agent (or successor agent) Securities only to the Trustee as being extent that this Article 10 permits the address to which the Trustee should send its notice pursuant to this Section 12.2, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expiredat that time. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoingforegoing provisions in this Section 10.02, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness of the Company is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtedness, Indebtedness such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness of the Company or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all such Senior Indebtedness remaining unpaid to the extent necessary to pay all such Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. For purposes of this Article 10, the words, "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article 10 with respect to the Securities to the payment of all Senior Indebtedness of the Company which may at the time be outstanding; provided that (i) such Senior Indebtedness is -------- assumed by the new corporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of such Senior Indebtedness (other than leases that are not assumed by the Company or the new corporation, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article 5 hereof shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 10.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 5 hereof. Nothing in this Section 12.2 or elsewhere in this Article XII 10.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.77.07. This Section 12.2 10.02 shall be subject to the further provisions of Section 12.510.05.

Payments to Holders. Except as otherwise provided in a supplemental indenture, no No payment shall be made with respect to the principal of of, or premium, if any, or interest on the Securities Notes (including, but not limited to, the redemption price Redemption Price with respect to the Securities Notes to be called for redemption in accordance with Article III Section 3.2 or submitted for repurchase in accordance with Section 16.2, as the case, may be, as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.54.5, if: (a) a default in the payment of principal, premium, interest, rent or other obligations due on any Senior Indebtedness occurs and is continuing (or, in the case of Senior Indebtedness for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; , or (b) an event of default or a default, in each case, other than a payment default, on a any Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness (or a trustee or other authorized party on their behalf) to accelerate its maturity and the Trustee receives a written notice of the default (a “"Payment Blockage Notice”") from a Representative or the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (b) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, premium, if any, and interest on the Securities Notes that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and Company, after providing written notice to the Trustee, shall resume payments on and distributions in respect of the Securities Notes upon the earlier of: (1a) the date upon which the default is cured or waived or ceases to exist, or (2b) in the case of a default referred to in clause (b) above, 179 days pass after notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, ; unless this Article XII IV otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-winding up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, before any payment is made on account of the principal of of, premium, if any, or interest on the Securities Notes (except payments made pursuant to Article VI XIII from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-winding up, liquidation or reorganization); ) and upon any such dissolution or winding-winding up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders holders of the Securities Notes or the Trustee would be entitled, except for the provision of this Article XIIIV, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders holders of the Securities Notes or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution or provision therefor is made to the Holders holders of the Securities Notes or to the Trustee. For purposes of this Article XIIIV, the words, “words "cash, property or securities” " shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other person corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII IV with respect to the Securities Notes to the payment of all Senior Indebtedness which may at the time be outstanding; outstanding provided that (i) the Senior Indebtedness is assumed by the new personcorporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new personcorporation, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another person corporation upon the terms and conditions provided for in Article V XII shall not be deemed a dissolution, winding-winding up, liquidation or reorganization for the purposes of this Section 12.2 4.2 if such other person corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article V. XII. In the event of the acceleration of the Securities Notes because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder holder of Securities Notes in respect of the principal of of, premium, if any, or interest on the Securities Notes (including, but not limited to, the redemption price Redemption Price with respect to the Securities Notes, called for redemption in accordance with Article III Section 3.2 or submitted for repurchase in accordance with Section 16.2, as the case may be, as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.54.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities Notes is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration at the address set forth in the notice from the Agent (or successor agent) to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section 12.2, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expiredacceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtedness, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 12.2 or elsewhere in this Article XII 4.2 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.78.6. This Section 12.2 4.2 shall be subject to the further provisions of Section 12.5.4.5, and the right to rescind and annul acceleration of the notice pursuant to Section 7.1

Payments to Holders. Except as otherwise provided in a supplemental indenture, no No payment or distribution shall be made with respect to the principal of or of, interest on or any Redemption Price for the Securities (including, but not limited to, the redemption price with respect to the Securities to be called for redemption in accordance with Article III as provided in the Indenture)Notes, except for payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.54.05, if: (ai) a default in the payment of principal, premium, interest, rent interest or other obligations due on any constituting Senior Indebtedness occurs and is continuing (or, in the case of Senior Indebtedness for which there is a period of grace, in the event of such a default that occurs and continues beyond the period of grace, if any, grace specified in the instrument or lease evidencing such Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist, and (ii) the Trustee receives a notice of such default from a Representative or the Company; or (b) an event of (i) a default or a default, in each case, under any Designated Senior Indebtedness (other than a payment default, on a Designated Senior Indebtedness default described in clause (a) above) occurs and is continuing that then permits continuing, if the effect of such default is to permit holders of such Designated Senior Indebtedness (or a trustee or other authorized party on their behalf) to accelerate its maturity maturity, and (ii) the Trustee receives a notice of such default from a Representative or the default Company (a “Payment Blockage Notice”) from ). Upon the Trustee’s receipt of a Representative or the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (b) aboveNotice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, Notice and (B) all scheduled payments of principalprincipal of, premium, if any, and interest on and any Redemption Price for the Securities Notes that have come due have been paid in full in cash. No nonpayment default described in clause (b) above that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities Notes upon the earlier of: (1) the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to described in clause (b) above, 179 days pass the 180th day after notice is received if receipt of the corresponding Payment Blockage Notice, unless the maturity of such Designated Senior Indebtedness has not been accelerated, unless accelerated or this Article XII otherwise prohibits the such payment or distribution at the time of such payment or distributionthereof. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securitiesNotes, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, before any payment is made on account of the principal of or interest on the Securities Notes (except payments made pursuant to Article VI V of the Base Indenture from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securitiesNotes, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article XIIArticle, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this the Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issuedRepresentative, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. Whenever a distribution is to be made or a notice given to the holders of Senior Indebtedness, the distribution may be made and the notice given to their Representative. For purposes of this Article XIIArticle, the words, “cash, property or securitiesNotes” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities Notes of the Company or any other person Person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII with respect to the Securities Notes to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new personPerson, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new personPerson, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person Person, or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another person Person upon the terms and conditions provided for in Article V VIII of the Base Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 if such other person Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article V. VIII of the Base Indenture. In the event of the acceleration of the Securities Notes because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities in respect of the principal of or interest on the Securities Notes (including, but not limited to, the redemption price Redemption Price with respect to the Securities Notes called for redemption in accordance with Article III as provided in the IndentureSection 3.02(g)), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.54.05, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this the Indenture. If payment of the Securities Notes is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration at the address set forth in the notice from the Agent (or successor agent) Representative to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section 12.2Section, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expired. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities Notes (including, without limitation, including by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtedness, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issuedRepresentative, as their respective interests may appear, as calculated by the CompanyCompany and directed by the Company pursuant to a Company Order, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 12.2 or elsewhere in this Article XII shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.7607 of the Base Indenture. This Section 12.2 shall be subject to the further provisions of Section 12.54.05. For the avoidance of doubt, such payments are not subordinated to the Company’s Senior Indebtedness.

Payments to Holders. Except as otherwise provided in a supplemental indenture, no No payment shall be made with respect to the principal of of, or premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities to be called for redemption in accordance with Article III 11 as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.51505, if: (ai) a default in the payment of principal, premium, interest, rent or other obligations due on any Senior Indebtedness occurs and is continuing (or, in the case of Senior Indebtedness for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (bii) an event of default or a default, in each case, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness (or a trustee or other authorized party on their behalf) to accelerate its maturity and the Trustee receives a notice of the default (a “"Payment Blockage Notice”") from a Representative or the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (bii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, premium, if any, and interest on the Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. -63- 70 The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (bii) above, 179 days pass after notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article XII 15 otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, before any payment is made on account of the principal of of, premium, if any, or interest on the Securities (except payments made pursuant to Article VI 4 from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article XII15, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. For purposes of this Article XII15, the words, “"cash, property or securities” " shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other person corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII 15 with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new personcorporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new personcorporation, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another person corporation upon the terms and conditions provided for in Article V 8 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 1502 if such other person corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article V. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities in respect of the principal of or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with Article III as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration at the address set forth in the notice from the Agent (or successor agent) to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section 12.2, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expired8. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtedness, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 12.2 or elsewhere in this Article XII 1502 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.7607. This Section 12.2 1502 shall be subject to the further provisions of Section 12.51505.

Payments to Holders. Except as otherwise provided in a supplemental indenture, no No payment shall be made with respect to the principal of of, or interest on the Securities on, this Debenture (including, but not limited to, the redemption price Redemption Price with respect to the Securities any portion of this Debenture subject to be called for redemption in accordance with Article III as provided in the IndentureIII), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, if: (a) a default in the payment of principal, premium, interest, rent or other obligations due on any Senior Indebtedness Debt occurs and is continuing (or, in the case of Senior Indebtedness Debt for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior IndebtednessDebt) (a “Payment Default”), unless and until such default shall have been cured or waived or shall have ceased to exist; or (b) an event of default or a default, in each case, other than a payment default, on a any Designated Senior Indebtedness Debt occurs and is continuing that then permits holders of such Designated Senior Indebtedness Debt (or a trustee or other authorized party on their behalfany Representative) to accelerate its maturity (a “Non-Payment Default”) and a the Trustee Holder of this Debenture receives a written notice of the default (a “Payment Blockage Notice”) from a Representative or of Designated Senior Debt. Notwithstanding the Company. If the Trustee receives any foregoing, not more than one Payment Blockage Notice pursuant to clause (b) abovemay be given in any consecutive 360-day period, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness irrespective of the immediately prior Payment Blockage Notice, and (B) all scheduled payments number of principal, premium, if any, and interest on the Securities that have come due have been paid in full in cashdefaults with respect to Designated Senior Debt during such period. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice with respect to the Trustee shall be, or Designated Senior Debt whose holders delivered the Payment Blockage Notice may be made, made the basis for of a subsequent Payment Blockage NoticeNotice by the holders of such Designated Senior Debt, whether or not within a period of 360 consecutive days, unless the default has been cured or waived for a period of not less than 90 consecutive days. The Company may and shall resume payments on and distributions in respect of the Securities Debentures upon the earlier of: (1c) in the case of a Payment Default, the date upon which the default is cured or waived or ceases to exist, or (2d) in the case of a Non-Payment Default, the earlier of the date on which such default referred is cured or waived or ceases to exist, in clause (b) aboveeach case as and to the extent permitted under the documentation for the Designated Senior Debt, or 179 days pass after notice the date on which the applicable Payment Blockage Notice is received if received, in each case, unless the maturity of such the Designated Senior Indebtedness Debt has not been accelerated, unless accelerated or this Article XII VII otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, Company (whether voluntary or involuntary involuntary) or in bankruptcy, insolvency, receivership or other similar proceedings, all amounts due or to become due upon all Senior Indebtedness Debt shall first be paid in full in cash cash, or other payment payments satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, Debt before any payment of cash, property or securities is made on account of the principal of of, or interest on on, the Securities (except payments made pursuant to Article VI from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization)Debentures; and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders holders of the Securities or the Trustee Debentures would be entitled, except for the provision of this Article XIIVII, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders holders of the Securities Debentures or by the Trustee under this Indenture if received by them or itthem, directly to the holders of Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness Debt held by such holders, or as otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness Debt in fullfull in cash, in cash or other payment satisfactory to the holders of such Senior IndebtednessDebt, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt, before any payment or distribution or provision therefor is made to the Holders holders of the Securities or to the TrusteeDebentures. For purposes of this Article XIIVII, the words, “cash, property or securities” shall not be deemed to include shares of stock Capital Stock of the Company as reorganized or readjusted, or securities of the Company or any other person corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII VII with respect to the Securities Debentures to the payment of all Senior Indebtedness Debt which may at the time be outstanding; provided that (i) the Senior Indebtedness Debt is assumed by the new personcorporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness Debt (other than leases which are not assumed by the Company or the new personcorporation, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person corporation or the liquidation or dissolution of the Company following the conveyance conveyance, transfer or transfer lease of all or substantially all its property as an entirety, or substantially as an entirety, to another person corporation upon the terms and conditions provided for in Article V Section 9.1 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 7.2 if such other person corporation shall, as a part of such consolidation, merger, conveyance conveyance, transfer or transferlease, comply with the conditions stated in Article V. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities in respect of the principal of or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with Article III as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture9.1. If payment of the Securities Debentures is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness Debt or their Representatives of such acceleration. The Company shall not pay the Debentures until five days after the holders or Representatives for the holders of Senior Debt receive notice of the acceleration at the address set forth in the notice from the Agent (or successor agent) to the Trustee as being the address to and after which the Trustee should send its notice pursuant to Company shall pay the Debentures only if this Section 12.2, unless there are no Article VII otherwise permits payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expiredat that time. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders holders of the Securities Debentures before all Senior Indebtedness Debt is paid in full full, in cash or other payment satisfactory to the holders of such Senior IndebtednessDebt, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior IndebtednessDebt, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness Debt or their representative Representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issuedRepresentatives, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness Debt remaining unpaid to the extent necessary to pay all Senior Indebtedness Debt in full full, in cash or other payment satisfactory to the holders of such Senior IndebtednessDebt or their Representative, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 12.2 or elsewhere in this Article XII shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.7Debt. This Section 12.2 7.2 shall be subject to the further provisions of Section 12.57.4.

Payments to Holders. Except as otherwise provided in a supplemental indenture, no No payment shall be made with respect to the principal of of, or premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities to be called for redemption in accordance with Article III 11 as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.515.5, if: (ai) a default in the payment of principal, premium, if any, interest, rent or other obligations due on any Senior Indebtedness Debt occurs and is continuing (or, in the case of Senior Indebtedness Debt for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior IndebtednessDebt) (a "Payment Default"), unless and until such default shall have been cured or waived or shall have ceased to exist; or (bii) an event of default or a default, in each case, other than a payment defaultPayment Default, on a any Designated Senior Indebtedness Debt occurs and is continuing that then permits holders of such Designated Senior Indebtedness (or a trustee or other authorized party on their behalf) Debt to accelerate its maturity and the Trustee receives a notice of the default (a “"Payment Blockage Notice”") from a holder of Designated Senior Debt, a Representative of Designated Senior Debt or the CompanyCompany (a "Non-Payment Default"). If the Trustee receives any Payment Blockage Notice pursuant to clause (bii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, premium, if any, and interest on the Securities that have come due have been paid in full in cash. No nonpayment default Non-Payment Default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) in the case of any Payment Default, the date upon which the default Payment Default is cured or waived or ceases to exist, or (2) in the case of a default referred Non-Payment Default, the earlier of (a) the date upon which such Non-Payment Default is cured, waived or ceases to in clause exist or (b) above, 179 days pass after notice the date on which the applicable Payment Blockage Notice is received if by the maturity of such Designated Senior Indebtedness has not been acceleratedTrustee, unless this Article XII 15 otherwise prohibits the payment or distribution at the time of such payment or distributiontime. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, reorganization, liquidation, receivership or other proceedings, or upon an assignment for the benefit of creditors or any marshalling of the assets and liabilities of the Company, or otherwise, all amounts due or to become due upon all Senior Indebtedness Debt shall first be paid in full in cash or other payment satisfactory to the holders of such Senior IndebtednessDebt, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior IndebtednessDebt, before any payment is made on account of the principal of of, premium, if any, or interest on the Securities (except payments made pursuant to Article VI 4 from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation liquidation, reorganization, assignment for the benefit of creditors or reorganizationthe marshalling of assets and liabilities of the Company); and upon any such dissolution or dissolution, winding-up up, liquidation, reorganization, assignment for the benefit of creditors or liquidation or reorganization marshalling of assets and liabilities of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article XII15, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness Debt held by such holders, or as otherwise required by law or a court order) or their representative Representative or representatives-76- Representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness Debt in full, in cash or other payment satisfactory to the holders of such Senior IndebtednessDebt, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. For purposes of this Article XII15, the words, “"cash, property or securities” " shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other person corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII 15 with respect to the Securities to the payment of all Senior Indebtedness Debt which may at the time be outstanding; provided that (i) the Senior Indebtedness Debt is assumed by the new personcorporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness Debt (other than leases which are not assumed by the Company or the new personcorporation, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another person corporation upon the terms and conditions provided for in Article V 8 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 15.2 if such other person corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article V. 8. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities in respect of the principal of of, premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with Article III 11 as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.515.5, until all Senior Indebtedness Debt has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness Debt or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness Debt of the acceleration at the address set forth in the notice from the Agent (or successor agent) to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section 12.2, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expiredacceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness Debt is paid in full in cash or other payment satisfactory to the holders of such Senior IndebtednessDebt, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior IndebtednessDebt, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness Debt or their representative Representative or representativesRepresentatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness Debt may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness Debt remaining unpaid to the extent necessary to pay all Senior Indebtedness Debt in full in cash or other payment satisfactory to the holders of such Senior IndebtednessDebt, after giving effect to any concurrent payment or distribution to or for the holders of such Senior IndebtednessDebt. Nothing in this Section 12.2 or elsewhere in this Article XII 15.2 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.76.7. This Section 12.2 15.2 shall be subject to the further provisions of Section 12.515.5.

Payments to Holders. Except as otherwise provided in a supplemental indenture, no No payment or distribution shall be made with respect to the principal of or of, interest on or any Redemption Price for the Securities (including, but not limited to, the redemption price with respect to the Securities to be called for redemption in accordance with Article III as provided in the Indenture)Notes, except for payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.55.05, if: (a) (i) a default in the payment of principal, premium, interest, rent interest or other obligations due on any constituting Senior Indebtedness occurs and is continuing (or, in the case of Senior Indebtedness for which there is a period of grace, in the event of such a default that occurs and continues beyond the period of grace, if any, grace specified in the instrument or lease evidencing such Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist, and (ii) a Responsible Officer of the Trustee receives a notice of such default from a Representative or the Company; or (b) an event of (i) a default or a default, in each case, under any Designated Senior Indebtedness (other than a payment default, on a Designated Senior Indebtedness default described in clause (a) above) occurs and is continuing that then permits continuing, if the effect of such default is to permit holders of such Designated Senior Indebtedness (or a trustee or other authorized party on their behalf) to accelerate its maturity maturity, and (ii) a Responsible Officer of the Trustee receives a notice of such default from a Representative or the default Company (a “Payment Blockage Notice”) from ). Upon the Trustee’s receipt of a Representative or the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (b) aboveNotice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, Notice and (B) all scheduled payments of principalprincipal of, premium, if any, and interest on and any Redemption Price for the Securities Notes that have come due have been paid in full in cash. No nonpayment default described in clause (b) above that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities Notes upon the earlier of: (1) the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to described in clause (b) above, 179 days pass the 180th day after notice is received if receipt of the corresponding Payment Blockage Notice, unless the maturity of such Designated Senior Indebtedness has not been accelerated, unless accelerated or this Article XII otherwise prohibits the such payment or distribution at the time of such payment or distributionthereof. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securitiesNotes, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, before any payment is made on account of the principal of or interest on the Securities Notes (except payments made pursuant to Article VI V of the Base Indenture from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securitiesNotes, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article XIIArticle, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this the Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issuedRepresentative, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. Whenever a distribution is to be made or a notice given to the holders of Senior Indebtedness, the distribution may be made and the notice given to their Representative. For purposes of this Article XIIArticle, the words, “cash, property or securitiesNotes” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities Notes of the Company or any other person Person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII with respect to the Securities Notes to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new personPerson, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new personPerson, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person Person, or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another person Person upon the terms and conditions provided for in Article V VIII of the Base Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 if such other person Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article V. VIII of the Base Indenture. In the event of the acceleration of the Securities Notes because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities in respect of the principal of or interest on the Securities Notes (including, but not limited to, the redemption price Redemption Price with respect to the Securities Notes called for redemption in accordance with Article III as provided in the IndentureSection 3.02(g)), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.55.05, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this the Indenture. If payment of the Securities Notes is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration at the address set forth in the notice from the Agent (or successor agent) Representative to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section 12.2Section, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expired. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities Notes (including, without limitation, including by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtedness, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issuedRepresentative, as their respective interests may appear, as calculated by the CompanyCompany and directed by the Company pursuant to a Company Order, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 12.2 or elsewhere in this Article XII shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.7607 of the Base Indenture. This Section 12.2 shall be subject to the further provisions of Section 12.55.05. For the avoidance of doubt, such payments are not subordinated to the Company’s Senior Indebtedness.

Payments to Holders. Except as otherwise provided in a supplemental indenture, no No payment (including pursuant to any repurchase of this Security) shall be made with respect to the principal of of, or premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities to be called for redemption in accordance with Article III as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5this Security, if: (a1) a default in the payment of principal, premium, interestif any, rent or interest or other obligations payment due on any Senior Indebtedness occurs and is continuing (or, in the case of Senior Indebtedness for which there is a beyond any applicable period of grace, in the event of such grace (a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness“Payment Default”), unless and until such default shall have been cured or waived or shall have ceased to exist; or (b2) an event of default or a default, in each case, other than a payment defaultPayment Default, on a Designated Senior Indebtedness occurs and is continuing with respect to Designated Senior Indebtedness that then permits holders of such the Designated Senior Indebtedness (or a trustee or other authorized party on their behalf) as to which such default related to accelerate its maturity and the Trustee receives holder of this Security and the Company receive a written notice of the such default (a “Payment Blockage Notice”) from a Representative representative of Designated Senior Indebtedness or a holder of Designated Senior Indebtedness or the CompanyCompany (a “Non-Payment Default”). If The Company may and shall resume payments on this Security (1) in the Trustee receives any case of a Payment Default, on the date upon which such default is cured or waived or ceases to exist, and (2) in the case of a Non-Payment Default with respect to Designated Senior Indebtedness, on the earlier of the date on which the Non-Payment Default is cured or waived or ceases to exist or 179 days have passed after the date on which the applicable Payment Blockage Notice is received. No new period of payment blockage may be commenced pursuant to clause (b) above, no subsequent a Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness Company’s receipt of the immediately prior Payment Blockage Notice, and . No default (B) all scheduled payments whether or not such event of principal, premium, if any, and interest default is on the Securities that have come due have been paid in full in cash. No nonpayment default same issue of Designated Senior Indebtedness) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee holder of this Security shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (b) above, 179 days pass after notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article XII otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, before any payment is made on account of the principal of or interest on the Securities (except payments made pursuant to Article VI from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article XII, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. For purposes of this Article XII, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new person, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new person, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another person upon the terms and conditions provided for in Article V shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 if such other person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article V. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities in respect of the principal of or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with Article III as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities this Security is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration at the address set forth in the notice from the Agent (or successor agent) to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section 12.2, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expired. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtedness, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 12.2 or elsewhere in this Article XII shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.7. This Section 12.2 shall be subject to the further provisions of Section 12.5acceleration.

Payments to Holders. Except as otherwise provided in a supplemental indenture, no No payment shall be made with respect to the principal of of, or premium, if any, or interest (including Additional Interest, if any) on the Securities (including, but not limited to, the redemption price Repurchase Price and the Fundamental Change Repurchase Price with respect to the Securities subject to be called for redemption purchase in accordance with Article III 3 as provided in the this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.55.5, if: (ai) a default in the payment of principal, premium, interest, rent or other obligations due on any Senior Indebtedness occurs and is continuing (or, in the case of Senior Indebtedness for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (bii) an event of default or a default, in each case, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness (or a trustee or other authorized party on their behalf) to accelerate its maturity and the Trustee receives a notice of the default (a “"Payment Blockage Notice”") from a Representative or holder of Designated Senior Indebtedness or the Company. If Subject to the provisions of Section 5.5, if the Trustee receives any Payment Blockage Notice pursuant to clause (bii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, premium, if any, and interest on the Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee (unless such default was waived, cured or otherwise ceased to exist and thereafter subsequently reoccurred) shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (1a) in the case of a default referred to in clause (i) above, the date upon which the default is cured or waived or ceases to exist, or (2b) in the case of a default referred to in clause (bii) above, the earlier of the date on which such default is cured or waived or ceases to exist or 179 days pass after notice the date on which the applicable Payment Blockage Notice is received received, if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article XII 5 otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, Company (whether voluntary or involuntary involuntary) or in bankruptcy, insolvency, receivership or other similar proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, Indebtedness before any payment is made on account of the principal of of, premium, if any, or interest (including Additional Interest, if any) on the Securities (except payments made pursuant to Article VI 10 from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article XII5, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, full in cash or other payment satisfactory to the holders of such Senior Indebtednesscash, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. For purposes of this Article XII5, the words, “"cash, property or securities” " shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other person corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII 5 with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new personcorporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new personcorporation, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person corporation or the liquidation or dissolution of the Company following the conveyance conveyance, transfer or transfer lease of its property as an entirety, or substantially as an entirety, to another person corporation upon the terms and conditions provided for in Article V 7 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 5.2 if such other person corporation shall, as a part of such consolidation, merger, conveyance conveyance, transfer or transferlease, comply with the conditions stated in Article V. 7. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities in respect of the principal of of, premium, if any, or interest (including Additional Interest, if any) on the Securities by the Company (including, but not limited to, the redemption price Repurchase Price and the Fundamental Change Repurchase Price with respect to the Securities called for redemption subject to purchase in accordance with Article III 3 as provided in the this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.55.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration at the address set forth in the notice from the Agent (or successor agent) to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section 12.2, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expiredsuch acceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee Trustee, the Paying Agent or the Holders of the Securities before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtednesscash, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtednesscash, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 12.2 or elsewhere in this Article XII 5.2 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.79.7. This Section 12.2 5.2 shall be subject to the further provisions of Section 12.55.5.

Payments to Holders. Except as otherwise provided in a supplemental indenture, no No payment shall be made with respect to the principal of of, or premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities to be called for redemption in accordance with Article III 11 as provided in the this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.51505, if: (ai) a default in the payment of principal, premium, interest, rent or other obligations due on any Designated Senior Indebtedness occurs and is continuing (or, in the case of Designated Senior Indebtedness for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Designated Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (bii) an event of default or a default, in each case, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness (or a trustee or other authorized party on their behalf) to accelerate its maturity and the Trustee receives a notice of the default (a “"Payment Blockage Notice”") from a Representative or holder of Designated Senior Indebtedness or the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (bii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, premium, if any, and interest on the Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee (unless such default was waived, cured or otherwise ceased to exist and thereafter subsequently reoccurred) shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (bii) above, 179 days pass after notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article XII otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, Company (whether voluntary or involuntary involuntary) or in bankruptcy, insolvency, receivership or other similar proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, before any payment of cash, property or securities is made on account of the principal of of, premium, if any, or interest on the Securities (except payments made pursuant to Article VI 4 from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article XIIArticle, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution of cash, property or provision therefor securities is made to the Holders of the Securities or to the Trustee. For purposes of this Article XII, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new person, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new person, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another person corporation upon the terms and conditions provided for in Article V 8 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 if such other person corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article V. 8. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution of cash, property or securities shall be made to the Trustee or any Holder of Securities in respect of the principal of of, premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with Article III 11 as provided in the this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.51505, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration at the address set forth in the notice from the Agent (or successor agent) to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section 12.2, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expiredsuch acceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall 72 be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtednesscash, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtednesscash, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtednesscash, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 12.2 or elsewhere in this Article XII 1502 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.7607. This Section 12.2 1502 shall be subject to the further provisions of Section 12.51505.

Payments to Holders. Except as otherwise provided in a supplemental indenture, no No payment shall be made with respect to the principal of of, or premium, if any, or interest (including Additional Interest, if any) on the Securities (including, but not limited to, the redemption price Redemption Price with respect to the Securities to be called for redemption or the Change in Control Purchase Price with respect to the Securities subject to purchase in accordance with Article III 3 as provided in the this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.55.5, if: (ai) a default in the payment of principal, premium, interest, rent or other obligations due on any Designated Senior Indebtedness occurs and is continuing (or, in the case of Designated Senior Indebtedness for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Designated Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (bii) an event of default or a default, in each case, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness (or a trustee or other authorized party on their behalf) to accelerate its maturity and the Trustee receives a notice of the default (a “Payment Blockage Notice”"PAYMENT BLOCKAGE NOTICE") from a Representative or holder of Designated Senior Indebtedness. Subject to the Company. If provisions of Section 5.5, if the Trustee receives any Payment Blockage Notice pursuant to clause (bii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, premium, if any, and interest on the Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee (unless such default was waived, cured or otherwise ceased to exist and thereafter subsequently reoccurred) shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (1a) the date upon which the default is cured or waived or ceases to exist, or (2b) in the case of a default referred to in clause (bii) above, 179 days pass after notice a Payment Blockage Notice is received if the maturity of such Designated Senior Indebtedness has not been acceleratedreceived, unless this Article XII 5 otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, Company (whether voluntary or involuntary involuntary) or in bankruptcy, insolvency, receivership or other similar proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash cash, or other payment payments satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, before any payment is made on account of the principal of of, premium, if any, or interest (including Additional Interest, if any) on the Securities (except payments made pursuant to Article VI 10 from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article XII5, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata PRO RATA to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in fullfull in cash, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. For purposes of this Article XII5, the words, “"cash, property or securities” " shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other person corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII 5 with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided PROVIDED that (i) the Senior Indebtedness is assumed by the new personcorporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new personcorporation, as the case may be) are not, without the consent of such holdersHolders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another person corporation upon the terms and conditions provided for in Article V 7 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 5.2 if such other person corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article V. 7. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities in respect of the principal of of, premium, if any, or interest (including Additional Interest, if any) on the Securities (including, but not limited to, the redemption price Redemption Price with respect to the Securities called for redemption or the Change in Control Purchase Price with respect to the Securities subject to purchase in accordance with Article III 3 as provided in the this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.55.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration at the address set forth in the notice from the Agent (or successor agent) to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section 12.2, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expired. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtedness, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 12.2 or elsewhere in this Article XII 5.2 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.79.7. This Section 12.2 5.2 shall be subject to the further provisions of Section 12.55.5.

Payments to Holders. Except as otherwise provided in a supplemental indenture, no No payment shall be made with respect to the principal of or interest Obligations on the Securities (including, but not limited to, the redemption price Change in Control Purchase Price with respect to the Securities subject to be called for redemption purchase in accordance with Article III 3 as provided in the this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.511.05, if: (ai) a default in the payment of principal, premium, interest, rent or other obligations Obligations due on any Designated Senior Indebtedness occurs and is continuing (or, in the case of Designated Senior Indebtedness for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Designated Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (bii) an event of default or a default, in each case, other than a payment default, on a any Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness (or a trustee or other authorized party on their behalf) to accelerate its maturity and the Trustee receives a notice of the default (a “"Payment Blockage Notice”") from a Representative or holder of Designated Senior Indebtedness or the Company. If Subject to the provisions of Section 11.05, if the Trustee receives any Payment Blockage Notice pursuant to clause (bii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 consecutive days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, Notice and (B) all scheduled payments of principal, premium, if any, and interest on the Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee (unless such default was waived, cured or otherwise ceased to exist and thereafter subsequently reoccurred) shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier ofSecurities: (1a) in the case of a default referred to in clause (i) above, upon the date upon which the default is cured or waived or ceases to exist, or (2b) in the case of a default referred to in clause (bii) above, upon the earlier of (1) the date on which such default is cured or waived or ceases to exist or (2) 179 days pass after notice the date on which the applicable Payment Blockage Notice is received received, if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article XII 11 otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, Company (whether voluntary or involuntary involuntary) or in bankruptcy, insolvency, receivership or other similar proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash cash, or other payment payments satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, Indebtedness before any payment is made on account of the principal of of, premium, if any, or interest (including Contingent Interest and Liquidated Damages, if any) on the Securities (except payments made pursuant to Article VI 8 from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article XII11, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in fullfull in cash, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. For purposes of this Article XII11, the words, “words "cash, property or securities” " shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other person corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII 11 with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new personcorporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new personcorporation, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person corporation or the liquidation or dissolution of the Company following the conveyance conveyance, transfer or transfer lease of its property as an entirety, or substantially as an entirety, to another person corporation upon the terms and conditions provided for in Article V 5 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 11.02 if such other person corporation shall, as a part of such consolidation, merger, conveyance conveyance, transfer or transferlease, comply with the conditions stated in Article V. 5. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities in respect of the principal of of, premium, if any, or interest (including Contingent Interest and Liquidated Damages, if any) on the Securities by the Company (including, but not limited to, the redemption price Change in Control Purchase Price with respect to the Securities called for redemption subject to purchase in accordance with Article III 3 as provided in the this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.511.05, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration at the address set forth in the notice from the Agent (or successor agent) to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section 12.2, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expiredsuch acceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtedness, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 12.2 or elsewhere in this Article XII 11.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.77.07. This Section 12.2 11.02 shall be subject to the further provisions of Section 12.511.05.

Payments to Holders. Except as otherwise provided in a supplemental indenture, no No payment shall be made with respect to the principal of or interest (including Contingent Interest, if any) on the Securities (including, but not limited to, the redemption price Redemption Price and the Fundamental Change Purchase Date with respect to the Securities subject to be called for redemption or purchase in accordance with Articles V and XI, respectively, and any payment of cash upon conversion in accordance with Article III as provided in the IndentureXII), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.510.5, if: (a) a default in the payment of principal, premium, interest, rent interest or other obligations amounts due on any Senior Indebtedness Debt, or in respect of any redemption or repurchase obligation under any Senior Debt, occurs and is continuing (or, in the case of Senior Indebtedness Debt for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior IndebtednessDebt), unless and until such default shall have been cured or waived or shall have ceased to exist; or (b) an event of default or a default, in each case, other than a payment defaultPayment Default, on a any Designated Senior Indebtedness Debt occurs and is continuing that then permits holders of such Designated Senior Indebtedness Debt (or a trustee or other authorized party on their behalfany Representative) to accelerate its maturity (a “Non-Payment Default”) and a Trust Officer of the Trustee receives at the corporate trust office a written notice of the default (a “Payment Blockage Notice”) from the Company or a Representative or of Designated Senior Debt. Notwithstanding the Company. If foregoing, following the Trustee receives any delivery of a Payment Blockage Notice, no new Payment Blockage Notice pursuant may be delivered and no new period of payment blockage with respect to clause the Securities may begin until both (bi) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 consecutive days shall have elapsed since the initial effectiveness of the immediately prior first Payment Blockage Notice, Notice and (Bii) all scheduled payments of principal, premium, if any, principal and interest on with respect to the Securities that have come are due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice with respect to the Trustee shall be, or Designated Senior Debt whose holders delivered the Payment Blockage Notice may be made, made the basis for of a subsequent Payment Blockage NoticeNotice by the holders of such Designated Senior Debt, unless the Non-Payment Default shall have been cured or waived for a period of not less than 90 consecutive days. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier ofupon: (1) in the case of a Payment Default, the date upon which the default is cured or waived or ceases to existexist or the Senior Debt shall have been discharged or paid in full, or (2) in the case of a Non-Payment Default, the earlier of the date on which such default referred is cured or waived or ceases to exist, in clause (b) aboveeach case as and to the extent permitted under the documentation for the Designated Senior Debt or the Designated Senior Debt shall have been discharged or paid in full, 179 days pass or the 179th day after notice the date on which the applicable Payment Blockage Notice is received if received, in each case, unless the maturity of such the Designated Senior Indebtedness Debt has not been accelerated, unless accelerated or this Article XII X otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, Company (whether voluntary or involuntary involuntary) or in bankruptcy, insolvency, receivership or other similar proceedings, all amounts due or to become due upon all Senior Indebtedness Debt shall first be paid in full in cash cash, or other payment payments satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, Debt before any payment of cash, property or securities is made on account of the principal of or interest on Interest (including Contingent Interest, if any) on, or with respect to the conversion of, the Securities (except except, to the extent required by applicable law, payments made pursuant to Article VI VIII from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article XIIX, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness Debt held by such holders, or as otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness Debt in fullfull in cash, in cash or other payment satisfactory to the holders of such Senior IndebtednessDebt, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. For purposes of this Article XIIX, the words, “cash, property or securities” shall not be deemed to include shares of stock Capital Stock of the Company as reorganized or readjusted, or securities of the Company or any other person corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII X with respect to the Securities to the payment of all Senior Indebtedness Debt which may at the time be outstanding; provided that (i) the Senior Indebtedness Debt is assumed by the new personcorporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness Debt (other than leases which are not assumed by the Company or the new personcorporation, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person corporation or the liquidation or dissolution of the Company following the conveyance conveyance, transfer or transfer lease of all or substantially all its property as an entirety, or substantially as an entirety, to another person corporation upon the terms and conditions provided for in Article V IV shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 10.2 if such other person corporation shall, as a part of such consolidation, merger, conveyance conveyance, transfer or transferlease, comply with the conditions stated in Article V. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities in respect of the principal of or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with Article III as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this IndentureIV. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness Debt or their Representatives of such acceleration. The Company shall not pay the Securities until five days after the holders or Representatives for the holders of Senior Debt receive notice of the acceleration at the address set forth in the notice from the Agent (or successor agent) to the Trustee as being the address to and after which the Trustee should send its notice pursuant to Company shall pay the Securities only if this Section 12.2, unless there are no Article X otherwise permits payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expiredat that time. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness Debt is paid in full full, in cash or other payment satisfactory to the holders of such Senior IndebtednessDebt, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior IndebtednessDebt, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness Debt or their representative Representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issuedRepresentatives, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness Debt remaining unpaid to the extent necessary to pay all Senior Indebtedness Debt in full full, in cash or other payment satisfactory to the holders of such Senior IndebtednessDebt or their Representative, after giving effect to any concurrent payment or distribution to or for the holders of such Senior IndebtednessDebt. Nothing in this Section 12.2 or elsewhere in this Article XII 10.2 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.10 and Section 7.7. This Section 12.2 10.2 shall be subject to the further provisions of Section 12.510.5.

Payments to Holders. Except as otherwise provided in a supplemental indenture, no No payment shall be made with respect to the principal of of, or premium, if any, or interest (including Additional Interest, if any) on the Securities (including, but not limited to, the redemption price Redemption Price with respect to the Securities to be called for redemption or the Change in Control Purchase Price with respect to the Securities subject to purchase in accordance with Article III 3 as provided in the this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.55.5, if: (ai) a default in the payment of principal, premium, interest, rent or other obligations due on any Designated Senior Indebtedness occurs and is continuing (or, in the case of Designated Senior Indebtedness for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Designated Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (bii) an event of default or a default, in each case, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness (or a trustee or other authorized party on their behalf) to accelerate its maturity and the Trustee receives a notice of the default (a “"Payment Blockage Notice”") from a Representative or holder of Designated Senior Indebtedness or the Company. If Subject to the provisions of Section 5.5, if the Trustee receives any Payment Blockage Notice pursuant to clause (bii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, premium, if any, and interest on the Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee (unless such default was waived, cured or otherwise ceased to exist and thereafter subsequently reoccurred) shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (1a) in the case of a default referred to in clause (i) above, the date upon which the default is cured or waived or ceases to exist, or (2b) in the case of a default referred to in clause (bii) above, the earlier of the date on which such default is cured or waived or ceases to exist or 179 days pass after notice the date on which the applicable Payment Blockage Notice is received received, if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article XII 5 otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, Company (whether voluntary or involuntary involuntary) or in bankruptcy, insolvency, receivership or other similar proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash cash, or other payment payments satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, Indebtedness before any payment is made on account of the principal of of, premium, if any, or interest (including Additional Interest, if any) on the Securities (except payments made pursuant to Article VI 10 from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article XII5, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in fullfull in cash, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. For purposes of this Article XII5, the words, “"cash, property or securities” " shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other person corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII 5 with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new personcorporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new personcorporation, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person corporation or the liquidation or dissolution of the Company following the conveyance conveyance, transfer or transfer lease of its property as an entirety, or substantially as an entirety, to another person corporation upon the terms and conditions provided for in Article V 7 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 5.2 if such other person corporation shall, as a part of such consolidation, merger, conveyance conveyance, transfer or transferlease, comply with the conditions stated in Article V. 7. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities in respect of the principal of of, premium, if any, or interest (including Additional Interest, if any) on the Securities by the Company (including, but not limited to, the redemption price Redemption Price with respect to the Securities called for redemption or the Change in Control Purchase Price with respect to the Securities subject to purchase in accordance with Article III 3 as provided in the this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.55.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration at the address set forth in the notice from the Agent (or successor agent) to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section 12.2, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expiredsuch acceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtedness, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 12.2 or elsewhere in this Article XII 5.2 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.79.7. This Section 12.2 5.2 shall be subject to the further provisions of Section 12.55.5.

Payments to Holders. Except as otherwise provided in a supplemental indenture, no No payment shall be made with respect to the principal of or interest on the Securities (including, but not limited to, the redemption price Redemption Price and the Fundamental Change Repurchase Price with respect to the Securities subject to be called for redemption or purchase in accordance with Articles 6 and 7, respectively, and any payment of cash upon conversion in accordance with Article III as provided in the Indenture)8), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.54.05, if: (a) a default the Company defaults in the payment of its obligation to pay principal, premium, interest, rent interest or other obligations due amounts on any Senior Indebtedness occurs and is continuing (orDebt, in the case of Senior Indebtedness for which there is a period of grace, in the event of such including a default that under any redemption or repurchase obligation, and the default continues beyond any grace period that the period of grace, if any, specified in the instrument or lease evidencing such Senior IndebtednessCompany has to make these payments (a “Payment Default”), unless and until such default shall have been cured or waived or shall have ceased to exist; or (b) an event of any other default or (a default, in each case, other than a payment default, on a Designated Senior Indebtedness “Non-Payment Default”) occurs and is continuing that then on any Designated Senior Debt and (i) the default permits holders of such the Designated Senior Indebtedness Debt (or a trustee or other authorized party on their behalfany Representative) to accelerate its maturity and (ii) a Responsible Officer of the Trustee receives a notice of the default (a “Payment Blockage Notice”) of the default from the Company, the holder of such Designated Senior Debt or a Representative or of such Designated Senior Debt. Notwithstanding the Company. If foregoing, following the Trustee receives any delivery of a Payment Blockage Notice, no new Payment Blockage Notice pursuant may be delivered and no new period of payment blockage with respect to clause the Securities may begin until both (bi) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 consecutive days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, Notice and (Bii) all scheduled payments of principal, premium, if any, principal of and interest on the Securities that have come due have been paid in full in cash. No nonpayment default Non-Payment Default that existed or was continuing on the date of delivery of any Payment Blockage Notice with respect to the Trustee shall be, or Designated Senior Debt whose holders delivered the Payment Blockage Notice may be made, made the basis for of a subsequent Payment Blockage NoticeNotice by the holders of such Designated Senior Debt, whether or not within a period of 365 consecutive days. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier ofupon: (1) in the case of a Payment Default, the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred Non-Payment Default with respect to Designated Senior Debt, the earlier of (x) the date on which such Non-Payment Default is cured or waived or ceases to exist, in clause each case, as and to the extent permitted under the documentation for the Designated Senior Debt, and (by) above, 179 days pass after notice the date on which the applicable Payment Blockage Notice is received if received, in each case, unless the maturity of such the Designated Senior Indebtedness Debt has not been accelerated, unless accelerated or this Article XII 4 otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any acceleration of the Principal due on the Securities as a result of an Event of Default or payment by the Company, Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or dissolution, winding-up or up, liquidation or reorganization of the Company, whether voluntary or involuntary involuntary, marshaling of assets, assignment for the benefit of creditors, or in bankruptcy, insolvency, receivership or other similar proceedings, all principal, premium, if any, interest and other amounts due or to become due upon on all Senior Indebtedness Debt shall first be paid in full in cash cash, or other payment payments satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, Debt before any payment of cash, property or securities is made on account of the principal of or interest on on, or with respect to the conversion of, the Securities (except except, to the extent required by applicable law, payments made pursuant to Article VI 13 from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganizationreorganization of the Company, marshaling of assets, assignment for the benefit of creditors, or in bankruptcy, insolvency, receivership or other similar proceedings); and upon any such dissolution or dissolution, winding-up or up, liquidation or reorganization of the Company Company, marshaling of assets, assignment for the benefit of creditors or bankruptcy, insolvency, receivership or other proceedingsimilar proceedings, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article XII4, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness Debt held by such holders, or as otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness Debt in fullfull in cash, in cash or other payment satisfactory to the holders of such Senior IndebtednessDebt, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. For purposes of this Article XII4, the words, “cash, property or securities” shall not be deemed to include shares of stock Capital Stock of the Company as reorganized or readjusted, or securities of the Company or any other person corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII 4 with respect to the Securities to the payment of all Senior Indebtedness Debt which may at the time be outstanding; provided that (i) the Senior Indebtedness Debt is assumed by the new personcorporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness Debt (other than leases which are not assumed by the Company or the new personcorporation, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person corporation or the liquidation or dissolution of the Company following the conveyance sale, conveyance, transfer or transfer lease of all or substantially all its property as an entirety, or substantially as an entirety, to another person corporation upon the terms and conditions provided for in Article V 10 shall not be deemed to be a dissolution, winding-up, liquidation liquidation, reorganization, marshaling of assets, assignment for the benefit of creditors or reorganization bankruptcy, insolvency, receivership or other similar proceeding for the purposes of this Section 12.2 4.02 if such other person corporation shall, as a part of such consolidation, merger, conveyance sale, conveyance, transfer or transferlease, comply with the conditions stated in Article V. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities in respect of the principal of or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with Article III as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration at the address set forth in the notice from the Agent (or successor agent) to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section 12.2, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expired10. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness Debt is paid in full full, in cash or other payment satisfactory to the holders of such Senior IndebtednessDebt, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior IndebtednessDebt, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness Debt or their representative Representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issuedRepresentatives, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness Debt remaining unpaid to the extent necessary to pay all Senior Indebtedness Debt in full full, in cash or other payment satisfactory to the holders of such Senior IndebtednessDebt or their Representative, after giving effect to any concurrent payment or distribution to or for the holders of such Senior IndebtednessDebt. Nothing in this Section 12.2 or elsewhere in this Article XII 4.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.7Sections 9.06 and 11.07. This Section 12.2 4.02 shall be subject to the further provisions of Section 12.54.05.

Payments to Holders. Except as otherwise provided in a supplemental indenture, no No payment shall be made with respect to the principal of or interest Principal Amount, Issue Price, accrued Additional Interest, if any, Original Issue Discount, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, on the Securities (including, but not limited to, the redemption price with respect to the Securities to be called for redemption in accordance with Article III as provided in the Indenture)Securities, except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.510.5, if: (ai) a default in the payment of principal, premium, interest, rent or other obligations due on any Senior Indebtedness occurs has occurred and is continuing (or, in the case of Senior Indebtedness for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness) (a "Payment Default"), unless and until such default Payment Default shall have been cured or waived or shall have ceased to exist; or (bii) an event of default or a default, in each case, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing that then permits the holders of such Designated Senior Indebtedness (or a trustee or other authorized party on their behalf) to accelerate its maturity and the Trustee receives a notice of the default (a “"Payment Blockage Notice”▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇") from a ▇ Representative of Designated Senior Indebtedness or the CompanyCompany (a "Non-Payment Default"). If the Trustee receives any Payment Blockage Notice pursuant to clause (bii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principalthe Principal Amount, premiumIssue Price, accrued Original Issue Discount, accrued Additional Interest, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest interest, if any on the Securities that have come due have been paid in full in cash. No nonpayment default Non-Payment Default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee (unless such default was waived, cured or otherwise ceased to exist and thereafter subsequently reoccurred) shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) in the case of a Payment Default, the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a Non-Payment Default, the earlier of (a) date on which such default referred is cured or waived or ceases to in clause exist or (b) above, 179 days pass after notice the date on which the applicable Payment Blockage Notice is received received, if the maturity of such Designated Senior Indebtedness has not been accelerated, accelerated unless this Article XII 10 otherwise prohibits the payment or distribution at the time of such payment or distributiondistribution (including, without limitation, in the case of a default referred to in clause (ii) above, as a result of a payment default with respect to the applicable Senior Indebtedness as a consequence of the acceleration of the maturity thereof or otherwise). Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization reorganization, of the Company, whether voluntary or involuntary or in bankruptcy, moratorium of payments, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash Cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash Cash or other payment satisfactory to the holders Holders of such Senior Indebtedness, Indebtedness before any payment is made on account of the principal of or interest on Principal Amount, Issue Price, accrued Original Issue Discount, accrued Additional interest, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price, interest, if any, in respect to the Securities Securities, (except payments made pursuant to Article VI 8 from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision provisions of this Article XII10, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their representative Representative or representativesRepresentatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any such Senior Indebtedness may have been issued, as their respective interests may appear, appear or to the extent necessary to pay all such Senior Indebtedness in full, in cash Cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. For purposes of this Article XII, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new person, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new person, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another person upon the terms and conditions provided for in Article V shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 if such other person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article V. In the event of the acceleration of the Securities because of an Event of DefaultDefault pursuant to Section 6.2, no payment or distribution shall be made to the Trustee or any Holder of Securities in respect of the principal of Principal Amount, Issue Price, accrued Original Issue Discount, accrued Additional Interest, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price or interest interest, if any, on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with Article III as provided in the Indenture)Securities, except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.510.5, until all Senior Indebtedness has been paid in full in cash Cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration at the address set forth in the notice from the Agent (or successor agent) to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section 12.2, unless there are no payment obligations Company of the Company thereunder and all obligations thereunder to extend credit have been terminated or expiredacceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full in cash Cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash Cash or other payment satisfactory to the holders of such Senior Indebtedness, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness of the Company or their representative Representative or representativesRepresentatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all such Senior Indebtedness remaining unpaid to the extent necessary to pay all such Senior Indebtedness in full in cash Cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution distribution, or provision thereof, to or for the holders of such Senior Indebtedness. For purposes of this Article 10, the words, "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article 10 with respect to the Securities to the payment of all Senior Indebtedness of the Company which may at the time be outstanding; provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of such Senior Indebtedness (other than leases that are not assumed by the Company or the new corporation, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article 5 hereof shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 10.2 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 5 hereof. Nothing in this Section 12.2 or elsewhere in this Article XII 10 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.7. This Section 12.2 10.2 shall be subject to the further provisions of Section 12.510.5.

Payments to Holders. Except as otherwise provided in a supplemental indenture, no No payment shall be made with respect to the principal of of, or premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities to be called for redemption in accordance with Article III as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, if: (ai) a default in the payment of principal, premium, interest, rent or other obligations due on any Senior Indebtedness occurs and is continuing (or, in the case of Senior Indebtedness for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (bii) an event of default or a default, in each case, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness (or a trustee or other authorized party on their behalf) to accelerate its maturity and the Trustee receives a notice of the default (a “Payment Blockage Notice”) from a Representative or the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (bii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (Aa) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (Bb) all scheduled payments of principal, premium, if any, and interest on the Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (bii) above, 179 days pass after notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article XII otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, before any payment is made on account of the principal of of, premium, if any, or interest on the Securities (except payments made pursuant to Article VI from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article XII, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. For purposes of this Article XII, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other person corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new personcorporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new personcorporation, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another person corporation upon the terms and conditions provided for in Article V shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 if such other person corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article V. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities in respect of the principal of of, premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with Article III 3 as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration at the address set forth in the notice from the Agent (or successor agent) to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section 12.2, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expired. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtedness, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 12.2 or elsewhere in this Article XII shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.7. This Section 12.2 shall be subject to the further provisions of Section 12.5.

Payments to Holders. Except as otherwise provided in a supplemental indenture, no No payment shall be made with respect to the principal of of, or premium, if any, or interest (including Additional Interest) if any, on the Securities (including, but not limited to, the redemption price Change in Control Purchase Price with respect to the Securities subject to be called for redemption purchase in accordance with Article III as provided in the this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.55.05, if: (ai) a default in the payment of principal, premium, interest, rent or other obligations due on any Designated Senior Indebtedness occurs and is continuing (or, in the case of Designated Senior Indebtedness for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Designated Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (bii) an event of default or a default, in each case, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness (or a trustee or other authorized party on their behalf) to accelerate its maturity and the Trustee receives a notice of the default (a “"Payment Blockage Notice”") from a Representative or holder of Designated Senior Indebtedness or the Company. If Subject to the provisions of Section 5.05, if the Trustee receives any Payment Blockage Notice pursuant to clause (bii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, Notice and (B) all scheduled payments of principal, premium, if any, and interest on the Securities that have come become due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee (unless such default was waived, cured or otherwise ceased to exist and thereafter subsequently reoccurred) shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (1a) in the case of a default referred to in clause (i) above, the date upon which the default is cured or waived or ceases to exist, or (2b) in the case of a default referred to in clause (bii) above, the earlier of the date on which such default is cured or waived or ceases to exist or 179 days pass after notice the date on which the applicable Payment Blockage Notice is received received, if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article XII V otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, Company (whether voluntary or involuntary involuntary) 37 or in bankruptcy, insolvency, receivership or other similar proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash cash, or other payment payments satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, Indebtedness before any payment is made on account of the principal of of, premium, if any, or interest (including Additional Interest, if any) on the Securities (except payments made pursuant to Article VI from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization)Securities; and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article XIIV, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in fullfull in cash, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. For purposes of this Article XIIV, the words, “"cash, property or securities” " shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other person corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII V with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new personcorporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new personcorporation, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person corporation or the liquidation or dissolution of the Company following the conveyance conveyance, transfer or transfer lease of its property as an entirety, or substantially as an entirety, to another person corporation upon the terms and conditions provided for in Article V VII shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 5.02 if such other person corporation shall, as a part of such consolidation, merger, conveyance conveyance, transfer or transferlease, comply with the conditions stated in Article V. VII. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities in respect of the principal of of, premium, if any, or interest (including Additional Interest), if any, on the Securities by the Company (including, but not limited to, the redemption price Change in Control Purchase Price with respect to the Securities called for redemption subject to purchase in accordance with Article III as provided in the this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration at the address set forth in the notice from the Agent (or successor agent) to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section 12.2, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expiredsuch acceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtedness, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 12.2 or elsewhere in this Article XII 5.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.79.07. This Section 12.2 5.02 shall be subject to the further provisions of Section 12.55.05.

Payments to Holders. Except as otherwise provided in a supplemental indenture, no payment shall be made with respect to In the principal event and during the continuation of or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities to be called for redemption in accordance with Article III as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, if: (a) a any default in the payment of principal, premiumpremium (if any), interest, rent interest or any other obligations payment due on any Senior Indebtedness occurs and is Debt of the Company continuing (or, in the case of Senior Indebtedness for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness)Debt of the Company, then, unless and until such default shall have been cured or waived or shall have ceased to exist; or (b) an event of default or a default, in each case, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness (or a trustee or other authorized party on their behalf) to accelerate its maturity and the Trustee receives a notice of the default (a “Payment Blockage Notice”) from a Representative or the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (b) above, no subsequent Payment Blockage Notice payment shall be effective for purposes made by the Company with respect to the principal of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, premium, if any, and or interest on the Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on from monies deposited with the date of delivery of any Payment Blockage Notice Trustee pursuant thereto prior to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (b) above, 179 days pass after notice is received if the maturity happening of such Designated Senior Indebtedness has not been accelerated, unless this Article XII otherwise prohibits the payment or distribution at the time of such payment or distributiondefault. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness Debt of the Company shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtednessfull, or payment thereof provided for in money in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtednessterms, before any payment is made on account of the principal of of, premium (if any) or interest on the Securities (except payments made pursuant to Article VI 4 hereof from monies deposited with the Trustee pursuant thereto prior to commencement the occurrence of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders holders of the Securities or the Trustee would be entitled, except for the provision provisions of this Article XII15, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness Debt of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness Debt of the Company held by such holders, or as otherwise required calculated by law or a court orderthe Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness Debt of the Company may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness Debt of the Company in full, in cash money or other payment satisfactory to the holders of such Senior Indebtednessmoney’s worth, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt of the Company, before any payment or distribution or provision therefor is made to the Holders holders of the Securities or to the Trustee. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee or the holders of the Securities before all Senior Debt of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Debt of the Company or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt of the Company may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt of the Company remaining unpaid to the extent necessary to pay all Senior Debt of the Company in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt. For purposes of this Article XII15, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other person Person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII 15 with respect to the Securities to the payment of all Senior Indebtedness Debt of the Company which may at the time be outstanding; provided that (i) the Senior Indebtedness Debt of the Company is assumed by the new personPerson, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior Indebtedness Debt of the Company (other than leases) and of leases which are not assumed by the Company or the new person, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person Person or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another person Person upon the terms and conditions provided for in Article V 8 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 15.02 if such other person Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article V. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities in respect of the principal of or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with Article III as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration at the address set forth in the notice from the Agent (or successor agent) to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section 12.2, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expired. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtedness, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 12.2 or elsewhere in this Article XII shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.7. This Section 12.2 shall be subject to the further provisions of Section 12.58 hereof.

Payments to Holders. Except as otherwise provided in a supplemental indenture, no No payment shall be made with respect to the principal of of, or premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities to be called for redemption in accordance with Article III Eleven as provided in the this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.51505, if: (ai) a default in the payment of principal, premium, interest, rent or other obligations due on any Senior Indebtedness occurs and is continuing (or, in the case of Senior Indebtedness for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (bii) an event of default or a default, in each case, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness (or a trustee or other authorized party on their behalf) to accelerate its maturity and the Trustee receives a notice of the default (a “"Payment Blockage Notice”") from a Representative or holder of Designated Senior Indebtedness or the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (bii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, premium, if any, and interest on the Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (bii) above, 179 days pass after notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article XII Fifteen otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders Senior Indebtednesss of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders Senior Indebtednesss of such Senior Indebtedness, Indebtedness before any payment is made on account of the principal of of, premium, if any, or interest on the Securities (except payments made pursuant to Article VI Four from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article XIIFifteen, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. For purposes of this Article XIIFifteen, the words, “"cash, property or securities” " shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other person corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII Fifteen with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new personcorporation, if any, resulting from any reorganization or readjustmentreadjust ment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new personcorporation, as the case may be) are not, without the consent of such holdersHolders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another person corporation upon the terms and conditions provided for in Article V Eight shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 1502 if such other person corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article V. Eight. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities in respect of the principal of of, premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with Article III Eleven as provided in the this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.51505, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration at the address set forth in the notice from the Agent (or successor agent) to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section 12.2, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expiredsuch acceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtedness, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 12.2 or elsewhere in this Article XII 1502 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.7607. This Section 12.2 1502 shall be subject to the further provisions of Section 12.51505.

Payments to Holders. Except as otherwise provided in a supplemental indenture, no No payment shall be made with respect to the principal of of, or premium, if any, or interest or Additional Interest, if any, on the Securities (including, but not limited to, the redemption price Redemption Price and the Change in Control Purchase Price with respect to the Securities subject to be called for redemption or purchase in accordance with Article III 3 as provided in the this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.55.5, if: (ai) a default in the payment of principal, premium, interest, rent or other obligations due on any Senior Indebtedness occurs and is continuing (or, in the case of Senior Indebtedness for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (bii) an event of default or a default, in each case, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness (or a trustee or other authorized party on their behalf) to accelerate its maturity and the Trustee receives a notice of the default (a “Payment Blockage Notice”"PAYMENT BLOCKAGE NOTICE") from a Representative or holder of Designated Senior Indebtedness or the CompanyObligors. If Subject to the provisions of Section 5.5, if the Trustee receives any Payment Blockage Notice pursuant to clause (bii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, premium, if any, and interest on the Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee (unless such default was waived, cured or otherwise ceased to exist and thereafter subsequently reoccurred) shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company Obligors may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (1a) in the case of a default referred to in clause (i) above, the date upon which the default is cured or waived or ceases to exist, or (2b) in the case of a default referred to in clause (bii) above, the earlier of the date on which such default is cured or waived or ceases to exist or 179 days pass after notice the date on which the applicable Payment Blockage Notice is received if the maturity of such Designated Senior Indebtedness has not been acceleratedreceived, unless this Article XII V otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the CompanyObligors, or distribution of assets of the Company Obligors of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, Obligors (whether voluntary or involuntary involuntary) or in bankruptcy, insolvency, receivership or other similar proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash cash, or other payment payments satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, Indebtedness before any payment is made on account of the principal of of, premium, if any, interest or interest Additional Interest, if any, on the Securities (except payments made pursuant to Article VI 10 from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization of the Company Obligors or bankruptcy, insolvency, receivership or other proceeding, any payment by the CompanyObligors, or distribution of assets of the Company Obligors of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article XIIV, shall (except as aforesaid) be paid by the Company Obligors or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in fullfull in cash, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. For purposes of this Article XIIV, the words, “"cash, property or securities” " shall not be deemed to include shares of stock of the Company Obligors as reorganized or readjusted, or securities of the Company Obligors or any other person corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII V with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new personcorporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company Obligors or the new personcorporation, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company Obligors with, or the merger of the Company Obligors into, another person corporation or the liquidation or dissolution of the Company Obligors following the conveyance conveyance, transfer or transfer lease of its property as an entirety, all or substantially as an entirety, all their property to another person corporation upon the terms and conditions provided for in Article V 7 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 5.2 if such other person corporation shall, as a part of such consolidation, merger, conveyance conveyance, transfer or transferlease, comply with the conditions stated in Article V. 7. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities in respect of the principal of of, premium, if any, interest or interest Additional Interest, if any, on the Securities by the Obligors (including, but not limited to, the redemption price Redemption Price or Change in Control Purchase Price with respect to the Securities called for subject to redemption or purchase in accordance with Article III 3 as provided in the this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.55.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company Obligors shall promptly notify holders of Senior Indebtedness of the acceleration at the address set forth in the notice from the Agent (or successor agent) to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section 12.2, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expiredsuch acceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company Obligors of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtedness, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the CompanyObligors, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 12.2 or elsewhere in this Article XII 5.2 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.79.7. This Section 12.2 5.2 shall be subject to the further provisions of Section 12.55.5.

Payments to Holders. Except as otherwise provided in a supplemental indenture, no No payment shall be made with respect to the principal of of, or premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities to be called for redemption in accordance with Article III as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, if: (a) a default in the payment of principal, premium, interest, rent or other obligations due on any Senior Indebtedness occurs and is continuing (or, in the case of Senior Indebtedness for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (b) an event of default or a default, in each case, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness (or a trustee or other authorized party on their behalf) to accelerate its maturity and the Trustee receives a notice of the default (a “"Payment Blockage Notice”") from a Representative or the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (bii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, premium, if any, and interest on the Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (bii) above, 179 days pass after notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article XII otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, before any payment is made on account of the principal of of, premium, if any, or interest on the Securities (except payments made pursuant to Article VI from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article XII, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. For purposes of this Article XII, the words, “"cash, property or securities” " shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other person corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new personcorporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new personcorporation, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another person corporation upon the terms and conditions provided for in Article V shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 if such other person corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article V. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities in respect of the principal of of, premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with Article III 3 as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration at the address set forth in the notice from the Agent (or successor agent) to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section 12.2, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expired. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtedness, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 12.2 or elsewhere in this Article XII shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.7. This Section 12.2 shall be subject to the further provisions of Section 12.5.

Payments to Holders. Except as otherwise provided in a supplemental indenture, no payment shall be made with respect to In the principal event and during the continuation of or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities to be called for redemption in accordance with Article III as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, if: (a) a any default in the payment of principal, premium, interest, rent interest or any other obligations payment due on any Senior Indebtedness occurs and is of the Issuer continuing (or, in the case of Senior Indebtedness for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness)Indebtedness of the Issuer, then, unless and until such default shall have been cured or waived or shall have ceased to exist; or (b) an event of default or a default, in each case, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness (or a trustee or other authorized party on their behalf) to accelerate its maturity and the Trustee receives a notice of the default (a “Payment Blockage Notice”) from a Representative or the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (b) above, no subsequent Payment Blockage Notice payment shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since made by the initial effectiveness of Issuer with respect to the immediately prior Payment Blockage Noticeprincipal of, and (B) all scheduled payments of principal, or premium, if any, and or interest on the Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on Securities, except payments made pursuant to Article 9 hereof from amounts deposited with the date of delivery of any Payment Blockage Notice Trustee pursuant thereto prior to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (b) above, 179 days pass after notice is received if the maturity happening of such Designated Senior Indebtedness has not been accelerated, unless this Article XII otherwise prohibits the payment or distribution at the time of such payment or distributiondefault. Upon any payment by the CompanyIssuer, or distribution of assets of the Company Issuer of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the CompanyIssuer, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness of the Issuer shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtednessfull, or payment thereof provided for in money in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtednessterms, before any payment is made on account of principal (including, if applicable, any cash due upon conversion the principal of Securities), premium, if any, or interest on the Securities (except payments made pursuant to Article VI 9 hereof from monies amounts deposited with the Trustee pursuant thereto prior to commencement the happening of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the CompanyIssuer, or distribution of assets of the Company Issuer of any kind or character, whether in cash, property or securities, to which the Holders holders of the Securities or the Trustee would be entitled, except for the provision provisions of this Article XII13, shall (except as aforesaid) be paid by the Company Issuer or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Issuer (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness of the Issuer held by such holders, or as otherwise required calculated by law or a court orderthe Issuer) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness of the Issuer may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness of the Issuer in full, in cash money or other payment satisfactory to the holders of such Senior Indebtednessmoney’s worth, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessIndebtedness of the Issuer, before any payment or distribution or provision therefor is made to the Holders holders of the Securities or to the Trustee. For purposes of this Article XII, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new person, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new person, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another person upon the terms and conditions provided for in Article V shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 if such other person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article V. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities in respect of the principal of or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with Article III as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration at the address set forth in the notice from the Agent (or successor agent) to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section 12.2, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expired. In the event that, notwithstanding the foregoing provisionsforegoing, any payment or distribution of assets of the Company Issuer of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise)securities, prohibited by the foregoing, shall be received by the Trustee or the Holders holders of the Securities before all Senior Indebtedness of the Issuer is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtednessfull, or provision is made for such payment thereof in money in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtednessterms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness of the Issuer or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness of the Issuer may have been issued, as their respective interests may appear, as calculated by the CompanyIssuer, for application to the payment of all Senior Indebtedness of the Issuer remaining unpaid to the extent necessary to pay all Senior Indebtedness of the Issuer in full in cash or other payment satisfactory to the holders of such Senior Indebtednessmoney in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. For purposes of this Article 13, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Issuer as reorganized or readjusted, or securities of the Issuer or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article 13 with respect to the Securities to the payment of all Senior Indebtedness of the Issuer which may at the time be outstanding; provided that (i) the Senior Indebtedness of the Issuer is assumed by the new corporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior Indebtedness of the Issuer (other than leases) and of leases which are assumed are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Issuer with, or the merger of the Issuer into, another corporation or the liquidation or dissolution of the Issuer following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article 8 hereof shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 13.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 8 hereof. Nothing in this Section 12.2 or elsewhere in this Article XII 13.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.7. This Section 12.2 shall be subject to the further provisions of Section 12.55.06.

Payments to Holders. Except as otherwise provided in a supplemental indenture, no No payment shall be made with respect to the principal of of, or premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities to be called for redemption in accordance with Article III Eleven as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, if: (a) if a default in the payment of principal, premium, interest, rent interest or other obligations due on any Senior Indebtedness occurs and is continuing (or, in the case of Senior Indebtedness for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (b) an event of default or a default, in each case, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness (or a trustee or other authorized party on their behalf) to accelerate its maturity and the Trustee receives a notice of the default (a “Payment Blockage Notice”) from a Representative or the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (b) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, premium, if any, and interest on the Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company Issuer may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) on the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (b) above, 179 days pass after notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, exist unless this Article XII Twelve otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the CompanyIssuer, or distribution of assets of the Company Issuer of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the CompanyIssuer, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, before any payment is made on account of the principal of of, premium, if any, or interest on the Securities (except payments made pursuant to Article VI Nine from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization of the Company Issuer or bankruptcy, insolvency, receivership or other proceeding, any payment by the CompanyIssuer, or distribution of assets of the Company Issuer of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article XIITwelve, shall (except as aforesaid) be paid by the Company Issuer or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. For purposes of this Article XIITwelve, the words, “"cash, property or securities” " shall not be deemed to include shares of stock of the Company Issuer as reorganized or readjusted, or securities of the Company Issuer or any other person corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII Twelve with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new personcorporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new person, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company Issuer with, or the merger of the Company Issuer into, another person corporation or the liquidation or dissolution of the Company Issuer following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another person corporation upon the terms and conditions provided for in Article V Eight shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 if such other person corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article V. Eight. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities in respect of the principal of of, premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with Article III Eleven as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company Issuer shall promptly notify holders of Senior Indebtedness of the acceleration at the address set forth in the notice from the Agent (or successor agent) to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section 12.2acceleration, unless there are no payment obligations of the Company Issuer thereunder and all obligations thereunder to extend credit have been terminated or expired. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company Issuer of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtedness, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the CompanyIssuer, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 12.2 or elsewhere in this Article XII shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.75.6. This Section 12.2 shall be subject to the further provisions of Section 12.5.

Payments to Holders. Except as otherwise provided No payment or distribution of any assets of the Company of any kind or character, whether in a supplemental indenturecash, no payment property or securities shall be made with respect to the principal of or accrued interest on the Securities (including, but not limited to, the redemption price Redemption Price with respect to the Securities to be called for redemption or the Change in Control Repurchase Price or the Put Right Purchase Price with respect to the Securities subject to purchase in accordance with Article III 3 as provided in the this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.55.5, if: (ai) a default in the payment of principal, premium, interest, rent or other obligations due on any Senior Indebtedness Payment Default occurs and is continuing (or, in the case of Senior Indebtedness for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness)continuing, unless and until such default Payment Default shall have been cured or waived in writing or shall have ceased to existexist or such Designated Senior Indebtedness shall have been discharged or paid in full in cash or cash equivalents; or (bii) an event of default or a default, in each case, other than a payment default, on a Designated Senior Indebtedness Non-Payment Default occurs and is continuing that then permits holders of such Designated Senior Indebtedness (or a trustee or other authorized party on their behalf) to accelerate its maturity and the Trustee receives a notice of the default Non-Payment Default (a “"Payment Blockage Notice”") from a Representative or holder of Designated Senior Indebtedness or the Company. If Subject to the provisions of Section 5.5, if the Trustee receives any Payment Blockage Notice pursuant to clause (bii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, premium, if any, and interest on the Securities that have come due have been paid in full in cash. No nonpayment default Non-Payment Default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for delivery of a subsequent Payment Blockage Notice, unless such Non-Payment Default has been cured or waived for a period of not less 90 consecutive days subsequent to the delivery of such initial Payment Blockage Notice to the Trustee. The In the case of Non-Payment Default referred to in clause (ii) above, the Company may and shall resume payments on and distributions in respect of the Securities upon the earlier earliest of: (1a) the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (b) above, 179 days pass after notice is received if from receipt by the maturity Trustee of such the Payment Blockage Notice (provided that any Designated Senior Indebtedness has as to which a Payment Blockage Notice was given shall not theretofore have been accelerated), unless this Article XII 5 otherwise prohibits the payment or distribution at the time of such payment or distribution; (b) the date on which such Non-Payment Default is cured or waived or ceases to exist; (c) the date such Designated Senior Indebtedness is discharged or paid in full; or (d) the date on which the currently effective Payment Blockage Notice is rescinded in a written notice to the Trustee or the Company from a Representative or holder of such Designated Senior Indebtedness. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, Company (whether voluntary or involuntary involuntary) or in bankruptcy, insolvency, receivership receivership, assignment for the benefit of creditors, the marshalling of assets or other liabilities of the Company or similar proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash cash, or other payment payments satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, Indebtedness before any payment is made on account of the principal of or accrued interest on the Securities (except payments made pursuant to Article VI 10 from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership receivership, assignment for the benefit of creditors, the marshalling of assets or other proceedingliabilities of the Company or similar proceedings, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article XII5, shall (except as aforesaidpayments made pursuant to Article 10 from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in fullfull in cash, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. For purposes of this Article XII5, the words, “"cash, property or securities” " shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other person corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII 5 with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new personcorporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new personcorporation, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person corporation or the liquidation or dissolution of the Company following the conveyance conveyance, transfer or transfer lease of its property as an entirety, or substantially as an entirety, to another person corporation upon the terms and conditions provided for in Article V 7 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 5.2 if such other person corporation shall, as a part of such consolidation, merger, conveyance conveyance, transfer or transferlease, comply with the conditions stated in Article V. 7. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities in respect of the principal of or accrued interest on the Securities by the Company (including, but not limited to, the redemption price Redemption Price with respect to the Securities called for redemption or the Change in Control Repurchase Price or the Put Right Purchase Price with respect to the Securities subject to purchase in accordance with Article III 3 as provided in the this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.55.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Designated Senior Indebtedness of the acceleration at the address set forth in the notice from the Agent (or successor agent) to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section 12.2, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expiredsuch acceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtedness, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness or their representative Representative or representativesRepresentatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 12.2 or elsewhere in this Article XII 5.2 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.79.7. This Section 12.2 5.2 shall be subject to the further provisions of Section 12.55.5.

Payments to Holders. Except as The Company shall not redeem, purchase, otherwise provided in acquire or make a supplemental indenture, no payment shall be made with respect to the principal of of, or premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities to be called for redemption in accordance with Article III XI as provided in the this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.51505, if: (ai) a default in the payment of principal, premium, interest, rent or other obligations due on any Designated Senior Indebtedness occurs and is continuing (or, in the case of Designated Senior Indebtedness for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Designated Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (bii) an event of default or a default, in each case, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness (or a trustee or other authorized party on their behalf) to accelerate its maturity and the Trustee receives a notice of the default (a “"Payment Blockage Notice”") from a Representative or holder of Designated Senior Indebtedness or the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (bii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, premium, if any, and interest on the Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee (unless such default was waived, cured or otherwise ceased to exist and thereafter subsequently reoccurred) shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (bii) above, 179 days pass after notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article XII otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, Company (whether voluntary or involuntary involuntary) or in bankruptcy, insolvency, receivership or other similar proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, before any payment of cash, property or securities is made on account of the principal of of, premium, if any, or interest on the Securities (except payments made pursuant to Article VI IV from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article XIIArticle, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution of cash, property or provision therefor securities is made to the Holders of the Securities or to the Trustee. For purposes of this Article XII, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new person, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new person, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another person corporation upon the terms and conditions provided for in Article V VIII shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 if such other person corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article V. VIII. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution of cash, property or securities shall be made to the Trustee or any Holder of Securities in respect of the principal of of, premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with Article III XI as provided in the this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.51505, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration at the address set forth in the notice from the Agent (or successor agent) to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section 12.2, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expiredsuch acceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtednesscash, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtednesscash, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtednesscash, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 12.2 or elsewhere in this Article XII 1502 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.7607. This Section 12.2 1502 shall be subject to the further provisions of Section 12.51505.

Payments to Holders. Except as otherwise provided in a supplemental indenture, no No payment shall be made with respect to the principal of of, or premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities to be called for redemption in accordance with Article III as provided in the of this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, if: (a) a default in the payment of principal, premium, interest, rent or other obligations due on any Senior Indebtedness occurs and is continuing (or, in the case of Senior Indebtedness for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (b) an event of default or a default, in each case, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness (or a trustee or other authorized party on their behalf) to accelerate its maturity and the Trustee receives a notice of the default (a “Payment Blockage Notice”) from a Representative or the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (b) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, premium, if any, and interest on the Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (b) above, 179 days pass after notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article XII otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, before any payment is made on account of the principal of of, premium, if any, or interest on the Securities (except payments made pursuant to Article VI from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article XII, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person person making such payment or distribution, or by the Holders of the Securities or by the Trustee on behalf of the Holders of the Securities under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the TrusteeTrustee on behalf of the Holders of the Securities. For purposes of this Article XII, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other person corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new personcorporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new personcorporation, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another person corporation upon the terms and conditions provided for in Article V shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 if such other person corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article V. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities in respect of the principal of of, premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with Article III as provided in the this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration at the address set forth in the notice from the Agent Representative (or successor agentRepresentative) to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section 12.2, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expired. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtedness, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 12.2 or elsewhere in this Article XII shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.7. This Section 12.2 shall be subject to the further provisions of Section 12.5.

Payments to Holders. Except as otherwise provided in a supplemental indenture, no (a) No payment shall be made with respect to the principal of of, redemption of, Interest or interest Additional Interest, if any, or any other amounts due on the Securities (including, but not limited to, the redemption price Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price with respect to the Securities subject to be called for redemption or purchase in accordance with Article III as provided 3 and any payment of cash upon conversion in the Indentureaccordance with Article 10), except (i) payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.511.05 and (ii) as set forth in Section 11.08, if: (ai) a default in the payment of principal, premium, interest, rent or other obligations due on any Designated Senior Indebtedness Debt occurs and is continuing (or, in the case of Designated Senior Indebtedness Debt for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Designated Senior IndebtednessDebt) (a "Payment Default"), unless and until such default shall have been cured or waived or shall have ceased to exist; or (bii) an event of default or a default, in each case, other than a payment defaultPayment Default, on a Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness Debt (or a trustee or other authorized party on their behalfany Representative) to accelerate its maturity (a "Non-Payment Default") and a Responsible Officer of the Trustee receives at the Corporate Trust Office a written notice of the default (a “"Payment Blockage Notice”") from a Representative or of Designated Senior Debt. Notwithstanding the Company. If the Trustee receives any foregoing, not more than one Payment Blockage Notice pursuant to clause (b) abovemay be given in any consecutive 365-day period, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness irrespective of the immediately prior Payment Blockage Notice, and (B) all scheduled payments number of principal, premium, if any, and interest on the Securities that have come due have been paid in full in cashdefaults with respect to Designated Senior Debt during such period. No nonpayment default that which existed or was continuing on the date of the delivery of any Payment Blockage Notice with respect to the Trustee shall be, or Designated Senior Debt whose holders delivered the Payment Blockage Notice may be made, made the basis for of a subsequent Payment Blockage NoticeNotice by the holders of such Designated Senior Debt, whether or not within a period of 365 consecutive days, unless the default has been cured or waived for a period of not less than 90 consecutive days. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier ofSecurities: (1i) in the case of a Payment Default, upon the date upon which the default such Payment Default is cured or waived or ceases to exist, or (2ii) in the case of a default referred Non-Payment Default, the earlier of (i) the date on which such Non-Payment Default is cured or waived or ceases to exist, in each case as and to the extent permitted under the documentation for the Designated Senior Debt, or (ii) 179 days from after the date on which the applicable Payment Blockage Notice is received, in each case, unless the maturity of the Designated Senior Debt has been accelerated in which case the immediately preceding clause (i) shall become applicable. (b) above, 179 days pass after notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article XII otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or any distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors creditors, in each case upon any dissolution or winding-up or liquidation or reorganization of the Company, Company (whether voluntary or involuntary involuntary) or in bankruptcy, insolvency, receivership or other similar proceedings, all amounts due or to become due upon all Senior Indebtedness Debt shall first be paid in full in cash cash, or other payment payments satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior IndebtednessDebt, before any payment of cash, property or securities is made on account of the principal of of, redemption of, Interest or interest on Additional Interest, if any, on, or with respect to the conversion of, the Securities (except (i) payments made pursuant to Article VI 8 from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganizationreorganization and (ii) Holders may receive junior securities as set forth in Section 11.08); and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or any distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article XII11, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness Debt held by such holders, or as otherwise required by law or a court order) or their representative Representative or representativesRepresentatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness Debt in fullfull in cash, in cash or other payment satisfactory to the holders of such Senior IndebtednessDebt, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. For purposes of this Article XII, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new person, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new person, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person corporation or the liquidation or dissolution of the Company following the conveyance conveyance, transfer or transfer lease of all or substantially all its property as an entirety, or substantially as an entirety, to another person corporation upon the terms and conditions provided for in Article V 5 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 11.02 if such other person corporation shall, as a part of such consolidation, merger, conveyance conveyance, transfer or transferlease, comply with the conditions stated in Article V. In 5. (c) If the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities in respect of the principal of or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with Article III as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company or the Trustee shall promptly notify holders of Senior Indebtedness Debt or their Representatives of such acceleration. The Company shall not pay the Securities until five Business Days after the holders or Representatives for the holders of Senior Debt receive notice of the acceleration at the address set forth in the notice from the Agent (or successor agent) to the Trustee as being the address to and after which the Trustee should send its notice pursuant to Company shall pay the Securities only if this Section 12.2, unless there are no Article 11 otherwise permits payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expiredat that time. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness Debt is paid in full full, in cash or other payment satisfactory to the holders of such Senior IndebtednessDebt, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior IndebtednessDebt, such payment or distribution shall be held in trust for the benefit of of, and shall be paid over or delivered to to, the holders of Senior Indebtedness Debt or their representative Representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issuedRepresentatives, as their respective interests may appear, as calculated and directed by the Company, for application to the payment of all Senior Indebtedness Debt remaining unpaid to the extent necessary to pay all Senior Indebtedness Debt in full full, in cash or other payment satisfactory to the holders of such Senior IndebtednessDebt or their Representative, after giving effect to any concurrent payment or distribution distribution, or provision therefor, to or for the holders of such Senior IndebtednessDebt. Nothing in this Section 12.2 or elsewhere in this Article XII 11.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.76.10 and Section 7.07. This Section 12.2 11.02 shall be subject to the further provisions of Section 12.511.05.

Payments to Holders. Except as otherwise provided in a supplemental indenture, no No payment shall be made with respect to the principal of or interest Interest on the Securities (including, but not limited to, the redemption price Redemption Price, the Fundamental Change Repurchase Price and the Repurchase Price with respect to the Securities subject to be called for redemption or repurchase in accordance with Articles 8, 9 or 10, as the case may be, and any payment of cash upon conversion in accordance with Article III as provided in the Indenture11), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.55.05, if: (a) a default in the payment of principal, premium, interest, rent interest or other obligations amounts due on any Senior Indebtedness Debt, or in respect of any redemption or repurchase obligation under any Senior Debt, occurs and is continuing (or, in the case of Senior Indebtedness Debt for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior IndebtednessDebt) (a “Payment Default”), unless and until such default shall have been cured or waived or shall have ceased to exist; or (b) an event of default or a default, in each case, other than a payment defaultPayment Default, on a Designated any Senior Indebtedness Debt occurs and is continuing that then permits holders of such Designated Senior Indebtedness Debt (or a trustee or other authorized party on their behalfany Representative) to accelerate its maturity (a “Non-Payment Default”) and a Responsible Officer of the Trustee receives at the Corporate Trust Office a written notice of the default (a “Payment Blockage Notice”) from the Company or a Representative or of Senior Debt. Notwithstanding the Company. If foregoing, following the Trustee receives any delivery of a Payment Blockage Notice pursuant to clause (b) abovea Responsible Officer of the Trustee, no subsequent new Payment Blockage Notice shall may be effective for purposes delivered and no new period of this Section unless and payment blockage with respect to the Securities may begin until both (Ai) at least 365 consecutive days shall have elapsed since the initial effectiveness Company’s receipt of the immediately prior first Payment Blockage Notice, Notice and (Bii) all scheduled payments of principal, premium, if any, principal of and interest on Interest with respect to the Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery to the Trustee of any Payment Blockage Notice with respect to the Trustee shall be, or Senior Debt whose holders delivered the Payment Blockage Notice may be made, made the basis for of a subsequent Payment Blockage NoticeNotice by the holders of such Senior Debt, whether or not within a period of 365 consecutive days. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier ofupon: (1) in the case of a Payment Default, the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a Non-Payment Default, on the earlier to occur of (A) the date on which such default referred is cured or waived or otherwise ceases to in clause exist, or (bB) above, 179 days pass after notice the date on which the applicable Payment Blockage Notice is received received; provided, that if the maturity of such Designated Senior Indebtedness Debt has not been accelerated, unless this Article XII otherwise prohibits the no payment or distribution at may be made on the time of Securities until such payment default is cured or distributionwaived or such Senior Debt is discharged or paid in full. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, Company (whether voluntary or involuntary involuntary) or in bankruptcy, insolvency, receivership or other similar proceedings, all amounts due or to become due upon all Senior Indebtedness Debt shall first be paid in full in cash cash, or other payment payments satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, Debt before any payment of cash, property or securities is made on account of the principal of or interest on Interest on, or with respect to the conversion of, the Securities (except except, to the extent required by applicable law, payments made pursuant to Article VI 16 from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article XII5, shall (except as aforesaid) be paid by the Company Company, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness Debt held by such holders, or as otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness Debt in fullfull in cash, in cash or other payment satisfactory to the holders of such Senior IndebtednessDebt, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. For purposes of this Article XII5, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other person Corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII 5 with respect to the Securities to the payment of all Senior Indebtedness Debt which may at the time be outstanding; provided that (i) the Senior Indebtedness Debt is assumed by the new personcorporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness Debt (other than leases which are not assumed by the Company or the new personCorporation, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person corporation or the liquidation or dissolution of the Company following the conveyance conveyance, transfer or transfer lease of all or substantially all its property as an entirety, or substantially as an entirety, to another person corporation upon the terms and conditions provided for in Article V 13 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 5.02 if such other person corporation shall, as a part of such consolidation, merger, conveyance conveyance, transfer or transferlease, comply with the conditions stated in Article V. 13. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities in respect of the principal of of, premium, if any, or interest on the Securities (including, but not limited to, the redemption price Redemption Price, the Fundamental Change Repurchase Price and the Repurchase Price with respect to the Securities called for subject to redemption or repurchase in accordance with Articles 8, 9 or 10, as the case may be, and any payment of cash upon conversion in accordance with Article III as provided in the Indenture11), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.55.05, until all Senior Indebtedness Debt has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness Debt or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness Debt of the acceleration at the address set forth in the notice from the Agent (or successor agent) to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section 12.2, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expiredsuch acceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness Debt is paid in full full, in cash or other payment satisfactory to the holders of such Senior IndebtednessDebt, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior IndebtednessDebt, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness Debt or their representative Representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issuedRepresentatives, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness Debt remaining unpaid to the extent necessary to pay all Senior Indebtedness Debt in full full, in cash or other payment satisfactory to the holders of such Senior IndebtednessDebt or their Representative, after giving effect to any concurrent payment or distribution to or for the holders of such Senior IndebtednessDebt. Nothing in this Section 12.2 or elsewhere in this Article XII 5.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.7Sections 12.06 and 14.07. This Section 12.2 5.02 shall be subject to the further provisions of Section 12.55.05 and Section 5.06.

Payments to Holders. Except as otherwise provided in a supplemental indenture, no No payment shall be made with respect to the principal of or interest (including the payment of the Repurchase Price, the Fundamental Change Repurchase Price, the Make-Whole Premium and Liquidated Damages, if any) on the Securities (including, but not limited to, the redemption price with respect to the except payments of Permitted Junior Securities to be called for redemption in accordance with Article III as provided in the Indenture), except and payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.57.5), if: (ai) a default in the payment of principal, premium, interest, rent or other payment obligations due on any Designated Senior Indebtedness Debt occurs and is continuing (or, in the case of Designated Senior Indebtedness Debt for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Designated Senior IndebtednessDebt), unless and until such default shall have been cured or waived or shall have ceased to exist; or (bii) an event of default or a default, in each case, other than a payment default, on a any Designated Senior Indebtedness Debt occurs and is continuing that then permits holders of such Designated Senior Indebtedness (or a trustee or other authorized party on their behalf) Debt to accelerate its maturity (or, in the case of a lease constituting Senior Debt, that permits the landlord under such lease either to terminate the lease or to require the Company to make an irrevocable offer to terminate the lease following an event of default thereunder) and the Trustee receives a notice of the default (a “"Payment Blockage Notice”") from a Representative or holder of a majority in interest of Designated Senior Debt; Subject to the Company. If provisions of Section 7.5, if the Trustee receives any Payment Blockage Notice pursuant to clause (bii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (Aa) at least 365 360 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, ; and (Bb) all scheduled payments of principal, premium, if any, and interest on the Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee (unless such default was waived, cured or otherwise ceased to exist and thereafter subsequently reoccurred) shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (1a) in the case of a default referred to in clause (i) above, the date upon which the default is cured or waived or ceases to exist, or (2b) in the case of a default referred to in clause (bii) above, the earlier of (A) the date on which such default is cured or waived or ceases to exist or (B) 179 days pass after notice the date on which the applicable Payment Blockage Notice is received by the Trustee, if the maturity of such Designated Senior Indebtedness Debt has not been accelerated, unless this Article XII VII otherwise prohibits the payment or distribution at the time of such payment or distribution; provided, however, that if such Designated Senior Debt has been accelerated (or, in the case of a Capital Lease Obligation constituting Designated Senior Debt, if as a result of such default the landlord under such Capital Lease Obligation has given the Company notice of its intention to terminate such Capital Lease Obligation or to require the Company to make an irrevocable offer to terminate the Capital Lease Obligation following an event of default thereunder), the Company shall make no payments on or distributions in respect of the Securities until such Designated Senior Debt has been paid in full in cash or other payment satisfactory to the holders of that Designated Senior Debt or such acceleration (or terminated, in the case of a lease constituting Designated Senior Debt) has been cured or waived. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, Company (whether voluntary or involuntary involuntary) or in bankruptcy, insolvency, receivership or other similar proceedings, all amounts due or to become due upon all Senior Indebtedness Debt shall first be paid in full in cash cash, or other payment payments satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior IndebtednessDebt, before any payment is made on account of the principal of or interest (including the payment of the Repurchase Price, the Fundamental Change Repurchase Price, the Make-Whole Premium and Liquidated Damages, if any) on the Securities (except payments of Permitted Junior Securities and payments made pursuant to Article VI XII from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization, so long as such payments are not prohibited by Section 547 of the Bankruptcy Code); and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article XII, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness Debt held by such holders, or as otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness Debt in fullfull in cash, in cash or other payment satisfactory to the holders of such Senior IndebtednessDebt, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. For purposes of this Article XII, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new person, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new person, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another person upon the terms and conditions provided for in Article V shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 if such other person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article V. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities in respect of the principal of or interest (including the payment of Repurchase Price, Fundamental Change Repurchase Price, Make-Whole Premium and Liquidated Damages, if any) on the Securities (including, but not limited to, the redemption price with respect to the except payments of Permitted Junior Securities called for redemption in accordance with Article III as provided in the Indenture), except and payments and distributions made by the Trustee as permitted by Section 7.5) by the first or second paragraph of Section 12.5Company, until all Senior Indebtedness Debt has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness Debt or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify notify, within one Business Day, the holders of Senior Indebtedness Debt of the acceleration at the address set forth in the notice from the Agent (or successor agent) to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section 12.2, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expiredsuch acceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness Debt is paid in full full, in cash or other payment satisfactory to the holders of such Senior IndebtednessDebt, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior IndebtednessDebt, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness Debt or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness Debt may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness Debt remaining unpaid to the extent necessary to pay all Senior Indebtedness Debt in full full, in cash or other payment satisfactory to the holders of such Senior IndebtednessDebt, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 12.2 or elsewhere in this Article XII shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.7. This Section 12.2 shall be subject to the further provisions of Section 12.5Debt.

Payments to Holders. Except as otherwise provided in a supplemental indenture, no No payment shall be made with respect to the principal of or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities to be called for redemption in accordance with Article III as provided in the Indenture)Securities, except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.510.5, if: (aA) a default in the payment of principal, premium, interest, rent or other obligations due on any in respect of Senior Indebtedness Debt occurs and is continuing (or, in the case of Senior Indebtedness for which there is a beyond any applicable period of grace, in the event of such grace (a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness“Payment Default”), unless and until such default Payment Default shall have been cured or waived or shall have ceased to exist; or (bB) an event of default or a default, in each case, other than a payment defaultPayment Default, on a Designated any Senior Indebtedness Debt occurs and is continuing that then permits holders of such Designated Senior Indebtedness (Debt or a trustee or other authorized party on their behalf) Representative thereof to accelerate its maturity (or in the case of any lease, a default occurs and is continuing that permits the Trustee receives a notice lessor to either terminate the lease or require the Company to make an irrevocable offer to terminate the lease following an event of the default thereunder) (a “Non-Payment Blockage NoticeDefault”) from a Representative or the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (b) above), no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days such Non-Payment Default shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, premium, if any, and interest on the Securities that been cured or waived or shall have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice ceased to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Noticeexist. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) the date upon which the default any such Payment Default or Non-Payment is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (b) above, 179 days pass after notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article XII otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-winding up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness Debt shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, Debt or provision is made for such payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, Debt before any payment is made on account of the principal of or interest on the Securities (except payments made pursuant to Article VI VII from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-winding up, liquidation or reorganization); , and upon any such dissolution or winding-winding up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other similar proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders holders of the Securities or the Trustee would be entitled, except for the provision provisions of this Article XIIX, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness Debt held by such holders, or as otherwise required by law or a court order) or their representative Representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issuedRepresentatives, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness Debt in full, in cash or other payment satisfactory to the holders of such Senior IndebtednessDebt, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt, before any payment or distribution or provision therefor is made to the Holders holders of the Securities or to the Trustee. For purposes of this Article XIIX, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other person corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII X with respect to the Securities to the payment of all Senior Indebtedness Debt which may at the time be outstanding; outstanding provided that (i) the Senior Indebtedness Debt is assumed by the new personcorporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness Debt (other than leases which are not assumed by the Company or the new personcorporation, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another person Person upon the terms and conditions provided for in Article V Section 9.13 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 10.2 if such other person Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article V. Section 9.13. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder holder of Securities in respect of the principal of or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with Article III as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.510.5, until all Senior Indebtedness Debt has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this IndentureDebt. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness Debt of the acceleration at the address set forth in the notice from the Agent (or successor agent) to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section 12.2, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expiredacceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoingforegoing provisions in this Section 10.2, shall be received by the Trustee or the Holders holders of the Securities before all Senior Indebtedness Debt is paid in full in cash or other payment satisfactory to the holders of such Senior IndebtednessDebt, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior IndebtednessDebt, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness Debt or their representative Representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issuedRepresentatives, as their respective interests may appear, as calculated by the Company, for application to the payment of all any Senior Indebtedness Debt remaining unpaid to the extent necessary to pay all Senior Indebtedness Debt in full in cash or other payment satisfactory to the holders of such Senior IndebtednessDebt, after giving effect to any concurrent payment or distribution to or for the holders of such Senior IndebtednessDebt. Nothing in this Section 12.2 or elsewhere in this Article XII 10.2 shall apply to claims of, or payments to, the Trustee or its agents under or pursuant to Section 7.76.7. This Section 12.2 10.2 shall be subject to the further provisions of Section 12.510.5.

Payments to Holders. Except as otherwise provided in a supplemental indenture, no No payment (including pursuant to any redemption or repurchase of this Security) shall be made with respect to the principal of of, or premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities to be called for redemption in accordance with Article III as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5this Security, if: (a1) a default in the payment of principal, premium, interestif any, rent or interest or other obligations payment due on any Senior Indebtedness occurs and is continuing (or, in the case of Senior Indebtedness for which there is a beyond any applicable period of grace, in the event of such grace (a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness"Payment Default"), unless and until such default shall have been cured or waived or shall have ceased to exist; or (b2) an event of default or a default, in each case, other than a payment defaultPayment Default, on a Designated Senior Indebtedness occurs and is continuing with respect to Designated Senior Indebtedness that then permits holders of such the Designated Senior Indebtedness (or a trustee or other authorized party on their behalf) as to which such default related to accelerate its maturity and the Trustee receives holder of this Security and the Company receive a written notice of the such default (a “"Payment Blockage Notice”") from a Representative representative of Designated Senior Indebtedness or a holder of Designated Senior Indebtedness or the CompanyCompany (a "Non-Payment Default"). If The Company may and shall resume payments on this Security (1) in the Trustee receives any case of a Payment Default, on the date upon which such default is cured or waived or ceases to exist, and (2) in the case of a Non-Payment Default with CUSIP No. 096434105 SCHEDULE ▇▇▇ Page 16 of 27 respect to Designated Senior Indebtedness, on the earlier of the date on which the Non-Payment Default is cured or waived or ceases to exist or 179 days have passed after the date on which the applicable Payment Blockage Notice is received. No new period of payment blockage may be commenced pursuant to clause (b) above, no subsequent a Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness Company's receipt of the immediately prior Payment Blockage Notice, and . No default (B) all scheduled payments whether or not such event of principal, premium, if any, and interest default is on the Securities that have come due have been paid in full in cash. No nonpayment default same issue of Designated Senior Indebtedness) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee holder of this Security shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (b) above, 179 days pass after notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article XII otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, before any payment is made on account of the principal of or interest on the Securities (except payments made pursuant to Article VI from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article XII, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. For purposes of this Article XII, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new person, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new person, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another person upon the terms and conditions provided for in Article V shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 if such other person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article V. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities in respect of the principal of or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with Article III as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities this Security is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration at acceleration. Notwithstanding the address set forth foregoing, in the notice from event that the Agent (or successor agent) to the Trustee as being the address to which the Trustee should send its notice pursuant to holder of this Section 12.2, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expired. In the event that, notwithstanding the foregoing provisions, Security receives any payment or distribution of assets of the Company of any kind or characterin contravention of any term of this Section 7, whether in cash, property or securities (securities, including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full full, in cash or such other form of payment satisfactory as may be acceptable to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtedness, then such payment or distribution shall be held by the recipient or recipients in trust for the benefit of of, and shall immediately be paid over or delivered to to, the holders of Senior Indebtedness or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness make payment in full full, in cash or such other form of payment satisfactory as may be acceptable to the holders of such Senior Indebtedness, of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution distribution, or provision therefor, to or for the holders of such Senior Indebtedness. Nothing in this Section 12.2 or elsewhere in this Article XII shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.7. This Section 12.2 shall be subject to the further provisions of Section 12.5.

Payments to Holders. Except as otherwise provided in a supplemental indenture, no (a) The Company shall not make any payment shall be made with respect on or distribution to the principal Trustee or any Holder in respect of the Company’s obligations under the Notes or interest on repurchase, redeem or otherwise acquire the Securities (including, but not limited to, the redemption price with respect to the Securities to be called for redemption in accordance with Article III as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, Notes if: (ai) a default in the payment of principal, premium, interest, rent or other obligations due on any Senior Indebtedness Secured Debt occurs and is continuing (or, in the case of Senior Indebtedness for which there is a beyond any applicable period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (bii) an event any other default (a “Nonpayment Default”) of default or a default, in each case, other than a payment default, on a Designated Senior Indebtedness Secured Debt occurs and is continuing that then permits holders any holder, or agent or representative for the holders, of such Designated Senior Indebtedness (or a trustee or other authorized party on their behalf) Secured Debt to accelerate its maturity and the Trustee receives a notice of the such default (a “Payment Blockage Notice”) from a Representative or the Company, any such holder, agent or representative or any other Person permitted to give such notice under this Indenture. If the Trustee receives any Payment Blockage Notice pursuant to clause (bii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section 13.02 unless and until (A) at least 365 days shall have elapsed since the initial effectiveness Trustee’s receipt of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, premium, if any, and interest on the Securities that have come due have been paid in full in cash. No nonpayment default Nonpayment Default that existed or was continuing on the date of delivery receipt of any Payment Blockage Notice to by the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. . (b) The Company may and shall resume payments on and or distributions to the Trustee or any Holder in respect of the Securities upon Company’s obligations under the earlier ofNotes or repurchase, redeem or otherwise acquire the Notes: (1) the date upon which the default is cured or waived or ceases to exist, or (2i) in the case of a default referred to in clause (b‎(a)‎(i) above, 179 days pass after notice upon the date on which such default is received if cured or waived or ceases to exist; and (ii) in the maturity case of such Designated Senior Indebtedness has not been accelerated, unless this Article XII otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, before any payment is made on account of the principal of or interest on the Securities (except payments made pursuant to Article VI from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article XII, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. For purposes of this Article XIINonpayment Default, the words, “cash, property or securities” shall not be deemed to include shares earlier of stock of the Company as reorganized or readjusted, or securities of the Company or any other person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness date on which such Nonpayment Default is assumed cured, waived or ceases to exist, (ii) 179 days after the date on which the Payment Blockage Notice is received by the new person, if any, resulting from Trustee unless the maturity of any reorganization or readjustmentSenior Secured Debt has been accelerated, and (iiiii) the rights of the holders of Senior Indebtedness (other than leases date on which are not assumed by the Company or the new person, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another person upon the terms and conditions provided for in Article V shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 if such other person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article V. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities all obligations in respect of the principal of or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with Article III as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, until all Senior Indebtedness has Secured Debt have been paid in full in cash or other payment satisfactory to the holders of the Senior Indebtedness Secured Debt. (c) Upon any dissolution, winding-up, liquidation or such acceleration is rescinded in accordance with the terms of this Indenture. If payment reorganization of the Securities is accelerated because of an Event of DefaultCompany (whether voluntary or involuntary) or in bankruptcy, insolvency or similar proceedings, the Company shall promptly notify pay the holders of Senior Indebtedness of the acceleration at the address set forth in the notice from the Agent (or successor agent) to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section 12.2, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expired. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid Secured Debt in full in cash or other payment satisfactory to the holders of such the Senior IndebtednessSecured Debt all amounts due and owing thereunder before the Company pays the Holders. (d) If the Notes are accelerated because of an Event of Default or subject to repurchase by the Company at the option of the Holders following a Fundamental Change, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the Company shall pay the holders of such the Senior Indebtedness, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness Secured Debt in full in cash or other payment satisfactory to the holders of such the Senior IndebtednessSecured Debt all amounts due and owing thereunder before the Company pays the Holders. (e) In the event that either the Trustee or any Holder of the Notes receives any payment of any obligations with respect to the Notes when (i) the payment is prohibited by this ‎Article 13 and (ii) the Trustee or the Holder has actual knowledge that the payment is prohibited, after giving effect to any concurrent the Trustee or the Holder, as the case may be, shall hold the payment or distribution to or in trust for the benefit of the holders of such the Senior IndebtednessSecured Debt. Nothing in this Section 12.2 Upon the proper written request of the holders of Senior Secured Debt or elsewhere in this Article XII shall apply to claims of, their agent or payments torepresentative, the Trustee under or pursuant to Section 7.7. This Section 12.2 the Holder, as the case may be, shall be subject deliver the amounts held in trust to the further provisions holders of Section 12.5Senior Secured Debt or their proper agent or representative.

Payments to Holders. Except as otherwise provided in a supplemental indenture, no (a) No payment shall be made with in respect to of the principal of or interest (including any Additional Interest) on the Securities (including, but not limited towithout limitation, the redemption price with respect to the Securities to be called for redemption in accordance with Article III as provided in the IndentureRedemption Price, Purchase Price and Change of Control Purchase Price), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.512.05, if: (a1) a default in the payment of principal, premium, interest, rent interest or other payment obligations due on in respect of any Designated Senior Indebtedness of the Company occurs and is continuing (or, in the case of Designated Senior Indebtedness of the Company for which there is a period of grace, in the event of if such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Designated Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (b2) an event of default or a default, in each case, other than a payment default, on a in respect of any Designated Senior Indebtedness of the Company occurs and is continuing that then permits holders of such Designated Senior Indebtedness (or a trustee or other authorized party on their behalf) to accelerate its maturity and the Trustee receives a notice of the default (a “Company Payment Blockage Notice”) from a Representative or holder of such Designated Senior Indebtedness. Subject to the Company. If provisions of Section 12.05, if the Trustee receives any Company Payment Blockage Notice pursuant to clause (b2) above, no subsequent Company Payment Blockage Notice shall be effective for purposes of this Section 12.02(a) unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Company Payment Blockage Notice, and (B) all scheduled payments of principal, premium, if any, and interest on the Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Company Payment Blockage Notice to the Trustee (unless such default was waived, cured or otherwise ceased to exist and thereafter subsequently reoccurred) shall be, or be made, the basis for a subsequent Company Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (1i) the date upon which the default is cured or waived or ceases to exist, ; or (2ii) in the case of a default referred to in clause (b2) above, 179 days pass after notice a Company Payment Blockage Notice is received if the maturity of such Designated Senior Indebtedness has not been acceleratedreceived, unless this Article XII 12 otherwise prohibits the payment or distribution at the time of such payment or distribution. In the event of acceleration pursuant to Section 7.02, no payment or distribution shall be made to the Trustee or any Holder in respect of the principal of or interest (including any Additional Interest) on the Securities (including, without limitation, the Redemption Price, Purchase Price or Change of Control Purchase Price), except payments and distributions made by the Trustee as permitted by the first paragraph of Section 12.05, until all Senior Indebtedness of the Company has been paid in full in cash or other payment satisfactory to the holders thereof or such acceleration is rescinded in accordance with the terms of this Indenture. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, Company (whether voluntary or involuntary involuntary) or in bankruptcy, insolvency, receivership or other similar proceedings, all amounts due or to become due upon all Senior Indebtedness of the Company shall first be paid in full in cash cash, or other payment payments satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtednessthereof, before any payment is made on account in respect of the principal of or interest (including any Additional Interest) on the Securities (except payments made pursuant to Article VI from monies deposited with including, without limitation, the Trustee pursuant thereto prior to commencement Redemption Price, Purchase Price and Change of proceedings for such dissolution, winding-up, liquidation or reorganizationControl Purchase Price); and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article XII12, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of such Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of such Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their representative Representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issuedRepresentatives, as their respective interests may appear, to the extent necessary to pay all such Senior Indebtedness in fullfull in cash, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. For purposes of this Article XII, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new person, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new person, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another person corporation upon the terms and conditions provided for in Article V shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 12.02(a) if such other person corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article V. In 6. (b) For purposes of this Article 12, the event words “cash, property or securities” shall not be deemed to include shares of stock of the acceleration Company, as reorganized or readjusted, or securities of the Securities because Company or any other corporation provided for by a plan of an Event reorganization or readjustment, the payment of Default, no payment or distribution shall be made which is subordinated at least to the Trustee or any Holder of Securities extent provided in respect of the principal of or interest on the Securities (including, but not limited to, the redemption price this Article 12 with respect to the Securities called for redemption in accordance with Article III as provided in to the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph payment of Section 12.5, until all Senior Indebtedness has been paid in full in cash of such the Company which may at the time be outstanding; provided that (1) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any reorganization or other payment satisfactory to readjustment, and (2) the rights of the holders of such Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, (other than leases which are not assumed by the Company shall promptly notify holders or the new corporation, as the case may be) are not, without the consent of Senior Indebtedness of the acceleration at the address set forth in the notice from the Agent such holders, altered by such reorganization or readjustment. (or successor agentc) to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section 12.2, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expired. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, foregoing shall be received by the Trustee Holders or the Holders of the Securities Trustee before all Senior Indebtedness of the Company is paid in full full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtednessholders, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the such holders of Senior Indebtedness or their representative Representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issuedRepresentatives, as their respective interests may appear, as calculated by the Company, for application to the payment of all such Senior Indebtedness remaining unpaid to the extent necessary to pay all such Senior Indebtedness in full full, in cash or other payment satisfactory to the holders of such Senior Indebtednessholders, after giving effect to any concurrent payment or distribution to or for the holders of any such Senior Indebtedness. holders. (d) Nothing in this Section 12.2 or elsewhere in this Article XII 12.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.78.07. This Section 12.2 12.02 shall be subject to the further provisions of Section 12.512.05.

Payments to Holders. Except as otherwise provided in a supplemental indenture, no No payment shall be made with respect to the principal of or interest Interest on the Securities (including, but not limited to, the redemption price Redemption Price and the Fundamental Change Repurchase Price with respect to the Securities subject to be called for redemption or purchase in accordance with Article III as provided 7 and 8, respectively, and any payment of cash upon conversion in the Indentureaccordance with Article 9), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.55.05, if: (a) a default in the payment of principal, premium, interest, rent interest or other obligations amounts due on any Designated Senior Indebtedness Debt, or in respect of any redemption or repurchase obligation under any Designated Senior Debt, occurs and is continuing (or, in the case of Designated Senior Indebtedness Debt for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Designated Senior IndebtednessDebt) (a “Payment Default”), unless and until such default shall have been cured or waived or shall have ceased to exist; or (b) an event of default or a default, in each case, other than a payment defaultPayment Default, on a any Designated Senior Indebtedness Debt occurs and is continuing that then permits holders of such Designated Senior Indebtedness Debt (or a trustee or other authorized party on their behalfany Representative) to accelerate its maturity (a “Non-Payment Default”) and a Responsible Officer of the Trustee receives at the Corporate Trust Office a written notice of the default (a “Payment Blockage Notice”) from the Company or a Representative or of Designated Senior Debt. Notwithstanding the Company. If foregoing, following the Trustee receives any delivery of a Payment Blockage Notice, no new Payment Blockage Notice pursuant may be delivered and no new period of payment blockage with respect to clause the Securities may begin until both (bi) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 consecutive days shall have elapsed since the initial effectiveness of the immediately prior first Payment Blockage Notice, Notice and (Bii) all scheduled payments of principal, premium, if any, principal and interest on Interest with respect to the Securities that have come are due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice with respect to the Trustee shall be, or Designated Senior Debt whose holders delivered the Payment Blockage Notice may be made, made the basis for of a subsequent Payment Blockage NoticeNotice by the holders of such Designated Senior Debt, whether or not within a period of 365 consecutive days. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier ofupon: (1) in the case of a Payment Default, the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a Non-Payment Default, the earlier of the date on which such default referred is cured or waived or ceases to exist, in clause (b) aboveeach case as and to the extent permitted under the documentation for the Designated Senior Debt, 179 days pass or the 179th day after notice the date on which the applicable Payment Blockage Notice is received if received, in each case, unless the maturity of such the Designated Senior Indebtedness Debt has not been accelerated, unless accelerated or this Article XII 5 otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, Company (whether voluntary or involuntary involuntary) or in bankruptcy, insolvency, receivership or other similar proceedings, all amounts due or to become due upon all Senior Indebtedness Debt shall first be paid in full in cash cash, or other payment payments satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, Debt before any payment of cash, property or securities is made on account of the principal of or interest on Interest on, or with respect to the conversion of, the Securities (except except, to the extent required by applicable law, payments made pursuant to Article VI 14 from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article XII5, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness Debt held by such holders, or as otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness Debt in fullfull in cash, in cash or other payment satisfactory to the holders of such Senior IndebtednessDebt, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. For purposes of this Article XII5, the words, “cash, property or securities” shall not be deemed to include shares of stock Capital Stock of the Company as reorganized or readjusted, or securities of the Company or any other person corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII 5 with respect to the Securities to the payment of all Senior Indebtedness Debt which may at the time be outstanding; provided that (i) the Senior Indebtedness Debt is assumed by the new personcorporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness Debt (other than leases which are not assumed by the Company or the new personcorporation, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person corporation or the liquidation or dissolution of the Company following the conveyance conveyance, transfer or transfer lease of all or substantially all its property as an entirety, or substantially as an entirety, to another person corporation upon the terms and conditions provided for in Article V 11 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 5.02 if such other person corporation shall, as a part of such consolidation, merger, conveyance conveyance, transfer or transferlease, comply with the conditions stated in Article V. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities in respect of the principal of or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with Article III as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture11. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness Debt or their Representatives of such acceleration. The Company shall not pay the Securities until five days after the holders or Representatives for the holders of Senior Debt receive notice of the acceleration at the address set forth in the notice from the Agent (or successor agent) to the Trustee as being the address to and after which the Trustee should send its notice pursuant to Company shall pay the Securities only if this Section 12.2, unless there are no Article 5 otherwise permits payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expiredat that time. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness Debt is paid in full full, in cash or other payment satisfactory to the holders of such Senior IndebtednessDebt, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior IndebtednessDebt, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness Debt or their representative Representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issuedRepresentatives, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness Debt remaining unpaid to the extent necessary to pay all Senior Indebtedness Debt in full full, in cash or other payment satisfactory to the holders of such Senior IndebtednessDebt or their Representative, after giving effect to any concurrent payment or distribution to or for the holders of such Senior IndebtednessDebt. Nothing in this Section 12.2 or elsewhere in this Article XII 5.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.710.05 and Section 12.07. This Section 12.2 5.02 shall be subject to the further provisions of Section 12.55.05.

Payments to Holders. Except as otherwise provided in a supplemental indenture, no No payment shall be made with respect to the principal of of, or premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities to be called for redemption in accordance with Article III as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, if: (ai) a default in the payment of principal, premium, interest, rent or other obligations due on any Senior Indebtedness occurs and is continuing (or, in the case of Senior Indebtedness for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (bii) an event of default or a default, in each case, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness (or a trustee or other authorized party on their behalf) to accelerate its maturity and the Trustee receives a notice of the default (a “"Payment Blockage Notice”") from a Representative or the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (bii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, premium, if any, and interest on the Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (bii) above, 179 days pass after notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article XII otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, before any payment is made on account of the principal of of, premium, if any, or interest on the Securities (except payments made pursuant to Article VI from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article XII, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. For purposes of this Article XII, the words, “"cash, property or securities” " shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other person corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new personcorporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new personcorporation, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another person corporation upon the terms and conditions provided for in Article V shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 if such other person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article V. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities in respect of the principal of or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with Article III as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration at the address set forth in the notice from the Agent (or successor agent) to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section 12.2, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expired. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtedness, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 12.2 or elsewhere in this Article XII shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.7. This Section 12.2 shall be subject to the further provisions of Section 12.5.this

Payments to Holders. Except as otherwise provided in a supplemental indenture, no No payment shall be made with respect to the principal of of, or premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities to be called for redemption in accordance with Article III 11 as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.515.5, if: (a) : a default in the payment of principal, premium, if any, interest, rent or other obligations due on any Senior Indebtedness Debt occurs and is continuing (or, in the case of Senior Indebtedness Debt for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior IndebtednessDebt) (a "Payment Default"), unless and until such default shall have been cured or waived or shall have ceased to exist; or (b) an event of default or a default, in each case, other than a payment defaultPayment Default, on a any Designated Senior Indebtedness Debt occurs and is continuing that then permits holders of such Designated Senior Indebtedness (or a trustee or other authorized party on their behalf) Debt to accelerate its maturity and the Trustee receives a notice of the default (a “"Payment Blockage Notice”") from a holder of Designated Senior Debt, a Representative of Designated Senior Debt or the CompanyCompany (a "Non-Payment Default"). If the Trustee receives any Payment Blockage Notice pursuant to clause (bii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, premium, if any, and interest on the Securities that have come due have been paid in full in cash. No nonpayment default Non-Payment Default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) : in the case of any Payment Default, the date upon which the default Payment Default is cured or waived or ceases to exist, or (2) or in the case of a default referred Non-Payment Default, the earlier of (a) the date upon which such Non-Payment Default is cured, waived or ceases to in clause exist or (b) above, 179 days pass after notice the date on which the applicable Payment Blockage Notice is received if by the maturity of such Designated Senior Indebtedness has not been acceleratedTrustee, unless this Article XII 15 otherwise prohibits the payment or distribution at the time of such payment or distributiontime. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, reorganization, liquidation, receivership or other proceedings, or upon an assignment for the benefit of creditors or any marshalling of the assets and liabilities of the Company, or otherwise, all amounts due or to become due upon all Senior Indebtedness Debt shall first be paid in full in cash or other payment satisfactory to the holders of such Senior IndebtednessDebt, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior IndebtednessDebt, before any payment is made on account of the principal of of, premium, if any, or interest on the Securities (except payments made pursuant to Article VI 4 from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation liquidation, reorganization, assignment for the benefit of creditors or reorganizationthe marshalling of assets and liabilities of the Company); and upon any such dissolution or dissolution, winding-up up, liquidation, reorganization, assignment for the benefit of creditors or liquidation or reorganization marshalling of assets and liabilities of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article XII15, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness Debt held by such holders, or as otherwise required by law or a court order) or their representative Representative or representativesRepresentatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness Debt in full, in cash or other payment satisfactory to the holders of such Senior IndebtednessDebt, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. For purposes of this Article XII15, the words, “"cash, property or securities” " shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other person corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII 15 with respect to the Securities to the payment of all Senior Indebtedness Debt which may at the time be outstanding; provided that (i) the Senior Indebtedness Debt is assumed by the new personcorporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness Debt (other than leases which are not assumed by the Company or the new personcorporation, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another person corporation upon the terms and conditions provided for in Article V 8 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 15.2 if such other person corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article V. 8. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities in respect of the principal of of, premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with Article III 11 as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.515.5, until all Senior Indebtedness Debt has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness Debt or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness Debt of the acceleration at the address set forth in the notice from the Agent (or successor agent) to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section 12.2, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expiredacceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness Debt is paid in full in cash or other payment satisfactory to the holders of such Senior IndebtednessDebt, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior IndebtednessDebt, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness Debt or their representative Representative or representativesRepresentatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness Debt may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness Debt remaining unpaid to the extent necessary to pay all Senior Indebtedness Debt in full in cash or other payment satisfactory to the holders of such Senior IndebtednessDebt, after giving effect to any concurrent payment or distribution to or for the holders of such Senior IndebtednessDebt. Nothing in this Section 12.2 or elsewhere in this Article XII 15.2 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.76.7. This Section 12.2 15.2 shall be subject to the further provisions of Section 12.515.5.

Payments to Holders. Except as otherwise provided in a supplemental indenture, no No payment shall be made with respect to the principal of of, or premium, if any, or interest (including Additional Interest, if any) on the Securities (including, but not limited to, the redemption price Redemption Price or the Provisional Redemption Price, as the case may be, with respect to the Securities to be called for redemption or the Change in Control Purchase Price with respect to the Securities subject to purchase in accordance with Article III 3 as provided in the this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.55.5, if: (ai) a default in the payment of principal, premium, interest, rent or other obligations due on any Designated Senior Indebtedness occurs and is continuing (or, in the case of Designated Senior Indebtedness for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Designated Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (bii) an event of default or a default, in each case, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness (or a trustee or other authorized party on their behalf) to accelerate its maturity and the Trustee receives a notice of the default (a “"Payment Blockage Notice”") from a Representative or holder of Designated Senior Indebtedness or the Company. If Subject to the provisions of Section 5.5, if the Trustee receives any Payment Blockage Notice pursuant to clause (bii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, premium, if any, and interest on the Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee (unless such default was waived, cured or otherwise ceased to exist and thereafter subsequently reoccurred) shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (1a) in the case of a default referred to in clause (i) above, the date upon which the default is cured or waived or ceases to exist, or (2b) in the case of a default referred to in clause (bii) above, the earlier of the date on which such default is cured or waived or ceases to exist or 179 days pass after notice the date on which the applicable Payment Blockage Notice is received received, if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article XII 5 otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, Company (whether voluntary or involuntary involuntary) or in bankruptcy, insolvency, receivership or other similar proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash cash, or other payment payments satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, Indebtedness before any payment is made on account of the principal of of, premium, if any, or interest (including Additional Interest, if any) on the Securities (except payments made pursuant to Article VI 10 from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article XII5, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in fullfull in cash, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. For purposes of this Article XII5, the words, “"cash, property or securities” " shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other person corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII 5 with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new personcorporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new personcorporation, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another person corporation upon the terms and conditions provided for in Article V 7 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 5.2 if such other person corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article V. 7. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities in respect of the principal of of, premium, if any, or interest (including Additional Interest, if any) on the Securities by the Company (including, but not limited to, the redemption price Redemption Price with respect to the Securities called for redemption or the Change in Control Purchase Price with respect to the Securities subject to purchase in accordance with Article III 3 as provided in the this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.55.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration at the address set forth in the notice from the Agent (or successor agent) to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section 12.2, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expiredsuch acceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtedness, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 12.2 or elsewhere in this Article XII 5.2 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.79.7. This Section 12.2 5.2 shall be subject to the further provisions of Section 12.55.5.

Payments to Holders. Except as otherwise provided in a supplemental indenture, no No payment shall be made with respect to the principal of of, or premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities to be called for redemption in accordance with Article III 11 as provided in the this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.51505, if: (ai) a default in the payment of principal, premium, interest, rent or other obligations due on any Designated Senior Indebtedness occurs and is continuing (or, in the case of Designated Senior Indebtedness for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Designated Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (bii) an event of default or a default, in each case, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness (or a trustee or other authorized party on their behalf) to accelerate its maturity and the Trustee receives a notice of the default (a “"Payment Blockage Notice”") from a Representative or holder of Designated Senior Indebtedness or the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (bii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, premium, if any, and interest on the Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee (unless such default was waived, cured or otherwise ceased to exist and thereafter subsequently reoccurred) shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (bii) above, 179 days pass after notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article XII 15 otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, Company (whether voluntary or involuntary involuntary) or in bankruptcy, insolvency, receivership or other similar proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash cash, or other payment payments satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, Indebtedness before any payment is made on account of the principal of of, premium, if any, or interest on the Securities (except payments made pursuant to Article VI 4 from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article XII15, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in fullfull in cash, in cash or other payment payments satisfactory to the holders of such Senior Indebtedness, Indebtedness after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. For purposes of this Article XII15, the words, “"cash, property or securities” " shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other person corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII 15 with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new personcorporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new personcorporation, as the case may be) are not, without the consent of such holdersHolders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another person corporation upon the terms and conditions provided for in Article V 8 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 1502 if such other person corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article V. 8. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities in respect of the principal of of, premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with Article III 11 as provided in the this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.51505, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration at the address set forth in the notice from the Agent (or successor agent) to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section 12.2, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expiredsuch acceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtedness, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 12.2 or elsewhere in this Article XII 1502 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.7607. This Section 12.2 1502 shall be subject to the further provisions of Section 12.51505.

Payments to Holders. Except as otherwise provided in a supplemental indenture, no No payment shall be made with respect to the principal of of, or premium, if any, or interest on the Securities Notes (including, but not limited to, the redemption price Redemption Price and the Repurchase Price with respect to the Securities Notes subject to be called for optional redemption or repurchase by the Company in accordance with Article III Articles 3 and 4 as provided in the this Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.516.05, if: (ai) a default in the payment of principal, premium, interest, rent interest or other obligations due on any Senior Indebtedness occurs and is continuing (or, in the case of Senior Indebtedness for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (bii) an event of default or a default, in each case, other than a payment default, on a Designated any Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness (or a trustee or other authorized party on their behalf) to accelerate its maturity and the Trustee receives a notice of the default (a “"Payment Blockage Notice”") from a Representative or holder of such Senior Indebtedness or the Company. If Subject to the provisions of Section 16.05, if the Trustee receives any Payment Blockage Notice pursuant to clause (bii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, premium, if any, and interest on the Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee (unless such default was waived, cured or otherwise ceased to exist and thereafter subsequently reoccurred) shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities Notes upon the earlier of: (1) the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (b) above, 179 days pass after notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article XII otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, before any payment is made on account of the principal of or interest on the Securities (except payments made pursuant to Article VI from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article XII, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. For purposes of this Article XII, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new person, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new person, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another person upon the terms and conditions provided for in Article V shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 if such other person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article V. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities in respect of the principal of or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with Article III as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration at the address set forth in the notice from the Agent (or successor agent) to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section 12.2, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expired. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtedness, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 12.2 or elsewhere in this Article XII shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.7. This Section 12.2 shall be subject to the further provisions of Section 12.5.

Payments to Holders. Except as otherwise provided in a supplemental indenture, no No payment shall be made with respect to the principal of of, or premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities to be called for redemption in accordance with Article III as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, if: (ai) a default in the payment of principal, premium, interest, rent or other obligations due on any Senior Indebtedness occurs and is continuing (or, in the case of Senior Indebtedness for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (bii) an event of default or a default, in each case, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness (or a trustee or other authorized party on their behalf) to accelerate its maturity and the Trustee receives a notice of the default (a “"Payment Blockage Notice”") from a Representative or the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (bii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, premium, if any, and interest on the Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (bii) above, 179 days pass after notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article XII otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, before any payment is made on account of the principal of of, premium, if any, or interest on the Securities (except payments made pursuant to Article VI from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article XII, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. For purposes of this Article XII, the words, “"cash, property or securities” " shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other person corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new personcorporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new personcorporation, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another person corporation upon the terms and conditions provided for in Article V shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 if such other person corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article V. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities in respect of the principal of of, premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with Article III 3 as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration at the address set forth in the notice from the Agent (or successor agent) to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section 12.2, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expired. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtedness, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 12.2 or elsewhere in this Article XII shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.7. This Section 12.2 shall be subject to the further provisions of Section 12.5.

Payments to Holders. Except as otherwise provided in a supplemental indenture, no No payment shall be made with respect to the principal of of, or interest Interest, Contingent Interest or Additional Amounts, if any, on the Securities (including, but not limited to, the redemption price Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price with respect to the Securities subject to be called for redemption or repurchase in accordance with Article III as provided 3 and any payment of cash upon conversion in the Indentureaccordance with Article 11), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.54.08, if: (a) a default in the payment of principal, premium, interest, rent or other obligations due on any Senior Indebtedness occurs and is continuing (or, in the case of Senior Indebtedness for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (b) an event of default or a default, in each case, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness (or a trustee or other authorized party on their behalf) to accelerate its maturity and the Trustee receives a notice of the default (a “Payment Blockage Notice”) from a Representative or the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (b) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, premium, if any, or interest with respect to Designated Senior Indebtedness is not paid within any applicable grace period (including at maturity), or (b) any other default on Designated Senior Indebtedness occurs and interest on the Securities that have come due have maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms, unless, in either case, (i) the default has been cured or waived and such acceleration has been rescinded, (ii) such Senior Indebtedness has been paid in full in cash, or (iii) the Company and the Trustee receive written notice approving such payment from the representatives of each issue of Designated Senior Indebtedness. During any default (other than a default described in clause (a) or (b) above of this Section 4.02) on any Designated Senior Indebtedness under which the maturity of the Designated Senior Indebtedness may be accelerated without further notice (except any notice required to effect the acceleration) or the expiration of any applicable grace periods, the Company may not make payments on the Securities for a period (the "PAYMENT BLOCKAGE PERIOD") starting on the date of receipt by the Company and the Trustee of written notice of the election to effect a Payment Blockage Period and ending 179 days thereafter. The Payment Blockage Period may be terminated before its expiration by written notice by a representative of the holders of such Designated Senior Indebtedness to the Trustee and to the Company from the Person who gave the blockage notice, by repayment in full in cash of the Designated Senior Indebtedness with respect to which the blockage notice was given, or because the default giving rise to the Payment Blockage Period is no longer continuing or has been waived. Unless the holders of the Designated Senior Indebtedness have accelerated the maturity of the Designated Senior Indebtedness, the Company may and shall resume payments on the Securities after the expiration of the Payment Blockage Period. Not more than one blockage notice may be given in any period of 360 consecutive days unless the first blockage notice within such 360-day period is given by or on behalf of holders of Designated Senior Indebtedness other than the Bank Indebtedness, in which case the representative of the Bank Indebtedness may give another blockage notice within such period. In no event, however, may the total number of days during which any Payment Blockage Period or Payment Blockage Periods is in effect exceed 179 days in the aggregate during any period of 360 consecutive days. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice payment blockage notice to the Trustee shall will be, or can be made, the basis for the commencement of a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect Period whether or not within a period of the Securities upon the earlier of: (1) the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (b) above, 179 days pass after notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article XII otherwise prohibits the payment or distribution at the time of such payment or distribution360 consecutive days. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, Company (whether voluntary or involuntary involuntary) or in bankruptcy, insolvency, receivership or other similar proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash cash, or other payment payments satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, before any payment of cash, property or securities is made on account of the principal of of, Interest, Contingent Interest or interest on Additional Amounts, if any, on, or with respect to the conversion of, the Securities (except payments made pursuant to Article VI from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganizationas permitted by Section 4.08); and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision provisions of this Article XII4, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in fullfull in cash, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. For purposes of this Article XII, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new person, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new person, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person corporation or the liquidation or dissolution of the Company following the conveyance conveyance, transfer or transfer lease of all or substantially all its property as an entirety, or substantially as an entirety, to another person corporation upon the terms and conditions provided for in Article V 6 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 4.02 if such other person corporation shall, as a part of such consolidation, merger, conveyance conveyance, transfer or transferlease, comply with the conditions stated in Article V. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities in respect of the principal of or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with Article III as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture6. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness or their Representatives of the acceleration at the address set forth in the notice from the Agent (or successor agent) to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section 12.2, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expiredsuch acceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtedness, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness or their representative Representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issuedRepresentatives, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full full, in cash or other payment satisfactory to the holders of such Senior IndebtednessIndebtedness or their Representative, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 12.2 or elsewhere in this Article XII 4.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.77.10 and Section 8.07. This Section 12.2 4.02 shall be subject to the further provisions of Section 12.54.08.