Common use of Payments to Holders Clause in Contracts

Payments to Holders. No payment shall be made with respect to the principal of or Interest on the Securities (including, but not limited to, the Redemption Price and the Fundamental Change Repurchase Price with respect to the Securities subject to redemption or purchase in accordance with Articles 7 and 8, respectively, and any payment of cash upon conversion in accordance with Article 9), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 5.05, if: (a) a default in the payment of principal, premium, interest or other amounts due on any Senior Debt, or in respect of any redemption or repurchase obligation under any Senior Debt, occurs and is continuing (or, in the case of Senior Debt for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Debt) (a “Payment Default”); or (b) a default, other than a Payment Default, on any Designated Senior Debt occurs and is continuing that then permits holders of such Designated Senior Debt (or any Representative) to accelerate its maturity (a “Non-Payment Default”) and a Responsible Officer of the Trustee receives at the Corporate Trust Office a written notice of the default (a “Payment Blockage Notice”) from the Company or a Representative of Designated Senior Debt. Notwithstanding the foregoing, following the delivery of a Payment Blockage Notice, no new Payment Blockage Notice may be delivered and no new period of payment blockage with respect to the Securities may begin until both (i) 365 consecutive days have elapsed since the effectiveness of the first Payment Blockage Notice and (ii) all scheduled payments of principal and Interest with respect to the Securities that are due have been paid in full in cash. No default that existed or was continuing on the date of delivery of any Payment Blockage Notice with respect to the Designated Senior Debt whose holders delivered the Payment Blockage Notice may be made the basis of a subsequent Payment Blockage Notice by the holders of such Designated Senior Debt, whether or not within a period of 365 consecutive days. The Company may and shall resume payments on and distributions in respect of the Securities upon: (1) in the case of a Payment Default, the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a Non-Payment Default, the earlier of the date on which such default is cured or waived or ceases to exist, in each case as and to the extent permitted under the documentation for the Designated Senior Debt, or the 179th day after the date on which the applicable Payment Blockage Notice is received, in each case, unless the maturity of the Designated Senior Debt has been accelerated or this Article 5 otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company (whether voluntary or involuntary) or in bankruptcy, insolvency, receivership or similar proceedings, all amounts due or to become due upon all Senior Debt shall first be paid in full in cash, or other payments satisfactory to the holders of Senior Debt before any payment of cash, property or securities is made on account of the principal of or Interest on, or with respect to the conversion of, the Securities (except, to the extent required by applicable law, payments made pursuant to Article 14 from monies deposited with the Trustee pursuant thereto prior to 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 5, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders, or as otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Debt in full in cash, or other payment satisfactory to the holders of Senior Debt, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt, before any payment or distribution is made to the Holders of the Securities or to the Trustee. For purposes of this Article 5, the words, “cash, property or securities” shall not be deemed to include shares of Capital Stock of the Company 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 5 with respect to the Securities to the payment of all Senior Debt which may at the time be outstanding; provided that (i) the Senior Debt is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Debt (other than leases which are not assumed by the Company or the new corporation, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance, transfer or lease of all or substantially all its property to another corporation upon the terms and conditions provided for in Article 11 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 5.02 if such other corporation shall, as a part of such consolidation, merger, conveyance, transfer or lease, comply with the conditions stated in Article 11. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Debt or their Representatives of such acceleration. The Company shall not pay the Securities until five days after the holders or Representatives for the holders of Senior Debt receive notice of the acceleration and after which the Company shall pay the Securities only if this Article 5 otherwise permits payment at that time. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Debt is paid in full, in cash or other payment satisfactory to the holders of Senior Debt, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of Senior Debt, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Debt or their Representative or Representatives, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt remaining unpaid to the extent necessary to pay all Senior Debt in full, in cash or other payment satisfactory to the holders of Senior Debt or their Representative, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt. Nothing in this Section 5.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 10.05 and Section 12.07. This Section 5.02 shall be subject to the further provisions of Section 5.05.

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

Payments to Holders. No payment shall be made with respect to the principal payment of or Interest Principal Amount, Issue Price, accrued Original Issue Discount, Redemption Price, Purchase Price, Fundamental Change Purchase Price, interest and any other amounts payable, if any, on the Securities (including, but not limited to, the Redemption Price and the Fundamental Change Repurchase Price with respect to the Securities subject to redemption or purchase in accordance with Articles 7 and 8, respectively, and any payment of cash upon conversion in accordance with Article 9)Securities, except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 5.0510.05, if: (ai) a default in the any payment of principal, premium, interest or other amounts due on any Senior Debt, or obligations in respect of any redemption or repurchase obligation under any Designated Senior Debt, Indebtedness occurs and is continuing (orcontinuing, in the case of Senior Debt 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 Debt) (a “Payment Default”by declaration or otherwise); or (bii) a default, any other than a Payment Default, on any Designated Senior Debt default occurs and is continuing with respect to Designated Senior Indebtedness that then permits the holders of such Designated Senior Debt (or any Representative) Indebtedness as to which such default relates 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”"PAYMENT BLOCKAGE NOTICE") from the Company a holder of Designated Senior Indebtedness or a Representative of Designated Senior DebtIndebtedness. Notwithstanding If the foregoing, following the delivery of a Payment Blockage Notice, no new Trustee receives any Payment Blockage Notice may pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be delivered effective for purposes of this Section unless and no new period of payment blockage with respect to the Securities may begin until both (i) at least 365 consecutive days shall have elapsed since the initial effectiveness of the first immediately prior Payment Blockage Notice and (ii) all scheduled payments of principal and Interest with respect to the Securities that are due have been paid in full in cashNotice. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice with respect to the Designated Senior Debt whose holders delivered the Payment Blockage Notice may Trustee shall be made the basis of for a subsequent Payment Blockage Notice by (it being acknowledged that (x) any action of the holders 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 Designated Senior Debt, whether or not within 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 365 consecutive daysdelivery 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 uponSecurities: (1) in the case of a Payment Defaultdefault referred to in clause (i) above, the earlier of the date upon which the default is cured or waived in accordance with the terms of the governing instrument or ceases to exist, or (2) in the case of a Non-Payment Defaultdefault referred to in clause (ii) above, the earlier of the date on upon which such the default is cured or cured, waived in accordance with the terms of the governing instrument or ceases to exist, in each case as and to the extent permitted under the documentation for the Designated Senior Debt, exist or the 179th day 179 days pass after the date on which the applicable Payment Blockage Notice is received, in each case, unless received if the maturity of the such Designated Senior Debt Indebtedness has not been accelerated or accelerated, unless this Article 5 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 cashCash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization or bankruptcy of the Company (Company, whether voluntary or involuntary) , or in bankruptcy, insolvency, receivership or similar proceedingsproceedings relating to the Company or its property, or an assignment for the benefit of creditors or any marshaling of the Company's assets or liabilities, all amounts due or to become due upon all Senior Debt Indebtedness of the Company shall first be paid in full in cash, Cash or other payments payment satisfactory to the holders of such Senior Debt Indebtedness before any payment of cash, property or securities is made on account of the principal Principal Amount, Issue Price, accrued Original Issue Discount, Redemption Price, Purchase Price, Fundamental Change Purchase Price, interest or any other amounts payable, if any, in respect of or Interest on, or with respect to the conversion of, the Securities (except, to the extent required by applicable law, except payments made pursuant to Article 14 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 marshaling of the Company's assets or liabilities, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cashCash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision provisions of this Article 510, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Debt (pro rata to such holders on the basis Indebtedness of the respective amounts of Senior Debt 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 Debt Indebtedness may have been issued, as their respective interests may appear, appear to the extent necessary to pay all such Senior Debt Indebtedness in full in cash, Cash or other payment satisfactory to the holders of such Senior DebtIndebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness, before any payment or distribution is made to the Holders of the Securities or to the Trustee. In the event that any Securities are declared due and payable before their Stated Maturity pursuant to Section 6.02 hereof, then and in such event the Company shall promptly notify holders of its Designated Senior Indebtedness of such acceleration. The Company may not pay the Securities until five days have passed after such acceleration occurs and may thereafter pay the Securities only to the extent that this Article 10 permits the payment at that time. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in Cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing provisions in this Section 10.02, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness of the Company is paid in full in Cash or other payment satisfactory to the holders of such Senior Indebtedness, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness of the Company or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all such Senior Indebtedness remaining unpaid to the extent necessary to pay all such Senior Indebtedness in full in Cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. For purposes of this Article 510, the words, “cashwords "Cash, property or securities” " shall not be deemed to include shares of Capital Stock 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 5 10 with respect to the Securities to the payment of all Senior Debt Indebtedness of the Company which may at the time be outstanding; provided PROVIDED that (i) the such Senior Debt 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 Debt Indebtedness (other than leases which 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 conveyanceconveyance or transfer of its property as an entirety, transfer or lease of all or substantially all its property as an entirety, to another corporation upon the terms and conditions provided for in Article 11 5 hereof shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 5.02 10.02 if such other corporation shall, as a part of such consolidation, merger, conveyance, transfer conveyance or leasetransfer, comply with the conditions stated in Article 11. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Debt or their Representatives of such acceleration. The Company shall not pay the Securities until five days after the holders or Representatives for the holders of Senior Debt receive notice of the acceleration and after which the Company shall pay the Securities only if this Article 5 otherwise permits payment at that time. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Debt is paid in full, in cash or other payment satisfactory to the holders of Senior Debt, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of Senior Debt, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Debt or their Representative or Representatives, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt remaining unpaid to the extent necessary to pay all Senior Debt in full, in cash or other payment satisfactory to the holders of Senior Debt or their Representative, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debthereof. Nothing in this Section 5.02 10.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 10.05 and Section 12.077.07 hereof. This Section 5.02 10.02 shall be subject to the further provisions of Section 5.0510.05 hereof.

Payments to Holders. No payment shall be made with respect to the principal of of, or Interest premium, if any, or interest on the Securities (including, but not limited to, the Redemption Price and the Fundamental Change Repurchase Price redemption price with respect to the Securities subject to be called for redemption or purchase in accordance with Articles 7 and 8, respectively, and any payment of cash upon conversion in accordance with Article 9Eleven as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 5.0514.5, if: (a) if a default in the payment of principal, premium, interest or other amounts obligations due on any Senior Debt, or in respect of any redemption or repurchase obligation under any Senior Debt, Indebtedness occurs and is continuing (or, in the case of Senior Debt 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 Debt) (a “Payment Default”Indebtedness); or (b) a default, other than a Payment Default, on any Designated Senior Debt occurs unless and is continuing that then permits holders of until such Designated Senior Debt (or any 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 of Designated Senior Debt. Notwithstanding the foregoing, following the delivery of a Payment Blockage Notice, no new Payment Blockage Notice may be delivered and no new period of payment blockage with respect to the Securities may begin until both (i) 365 consecutive days have elapsed since the effectiveness of the first Payment Blockage Notice and (ii) all scheduled payments of principal and Interest with respect to the Securities that are due shall have been paid in full in cash. No default that existed cured or was continuing on the date of delivery of any Payment Blockage Notice with respect waived or shall have ceased to the Designated Senior Debt whose holders delivered the Payment Blockage Notice may be made the basis of a subsequent Payment Blockage Notice by the holders of such Designated Senior Debt, whether or not within a period of 365 consecutive daysexist. The Company Issuer may and shall resume payments on and distributions in respect of the Securities upon: (1) in the case of a Payment Default, on 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 is cured or waived or ceases to exist, in each case as and to the extent permitted under the documentation for the Designated Senior Debt, or the 179th day after the date on which the applicable Payment Blockage Notice is received, in each case, unless the maturity of the Designated Senior Debt has been accelerated or this Article 5 Fourteen 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 Company (Issuer, whether voluntary or involuntary) involuntary or in bankruptcy, insolvency, receivership or similar other proceedings, all amounts due or to become due upon all Senior Debt Indebtedness shall first be paid in full in cash, cash or other payments payment satisfactory to the holders of such Senior Debt 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 or Interest onof, premium, if any, or with respect to the conversion of, interest on the Securities (except, to the extent required by applicable law, except payments made pursuant to Article 14 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 5Fourteen, 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 Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt 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 Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Debt Indebtedness in full full, in cash, cash or other payment satisfactory to the holders of such Senior DebtIndebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior DebtIndebtedness, 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 5Fourteen, the words, “"cash, property or securities” " shall not be deemed to include shares of Capital Stock stock of the Company Issuer as reorganized or readjusted, or securities of the Company 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 5 Fourteen with respect to the Securities to the payment of all Senior Debt Indebtedness which may at the time be outstanding; provided that (i) the Senior Debt Indebtedness is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Debt (other than leases which are not assumed by the Company or the new corporation, as the case may be) Indebtedness 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 corporation or the liquidation or dissolution of the Company Issuer following the conveyanceconveyance or transfer of its property as an entirety, transfer or lease of all or substantially all its property as an entirety, to another corporation upon the terms and conditions provided for in Article 11 Eight shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 5.02 14.2 if such other corporation shall, as a part of such consolidation, merger, conveyance, transfer conveyance or leasetransfer, comply with the conditions stated in Article 11Eight. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities in respect of the principal of, premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with Article Eleven as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 14.5, 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 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 Indebtedness of the acceleration acceleration, unless there are no payment obligations of the Issuer thereunder and after which the Company shall pay the Securities only if this Article 5 otherwise permits payment at that timeall 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 Debt Indebtedness is paid in full, full in cash or other payment satisfactory to the holders of such Senior DebtIndebtedness, 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 DebtIndebtedness, 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 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 CompanyIssuer, for application to the payment of all Senior Debt Indebtedness remaining unpaid to the extent necessary to pay all Senior Debt Indebtedness in full, full in cash or other payment satisfactory to the holders of such Senior Debt or their RepresentativeIndebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness. Nothing in this Section 5.02 14.2 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 10.05 and Section 12.075.6. This Section 5.02 14.2 shall be subject to the further provisions of Section 5.0514.5.

Payments to Holders. (i) No payment shall be made with respect to the principal of or Interest interest on the Securities (includingExisting Debt until the obligations in respect of the Senior Debt are paid in full in cash or other payment satisfactory to the holders of Senior Debt. Additionally, but not limited to, the Redemption Price and the Fundamental Change Repurchase Price no payment shall be made with respect to the Securities subject to redemption principal of, or purchase in accordance with Articles 7 and 8premium, respectivelyif any, and any payment of cash upon conversion in accordance with Article 9), except payments and distributions made by or interest on the Trustee as permitted by the first or second paragraph of Section 5.05, if: (a) Existing Debt if a default in the payment of principal, premium, if any, interest or other amounts obligations due on any Senior Debt, or in respect of any redemption or repurchase obligation under any Senior Debt, Debt occurs and is continuing (or, in the case of Senior Debt for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Debt) (a “Payment Default”); or, unless and until such default shall have been cured or waived or the obligations in respect of the Senior Debt are paid in full in cash or other payment satisfactory to the holders of Senior Debt. (bii) a default, other than In the case of a Payment Default, on any Designated Senior Debt occurs and is continuing that then permits holders of such Designated Senior Debt (or any Representative) to accelerate its maturity (a “Non-Payment Default”) and a Responsible Officer of the Trustee receives at the Corporate Trust Office a written notice of the default (a “Payment Blockage Notice”) from the Company or a Representative of Designated Senior Debt. Notwithstanding the foregoing, following the delivery of a Payment Blockage Notice, no new Payment Blockage Notice may be delivered and no new period of payment blockage with respect to the Securities may begin until both (i) 365 consecutive days have elapsed since the effectiveness of the first Payment Blockage Notice and (ii) all scheduled payments of principal and Interest with respect to the Securities that are due have been paid in full in cash. No default that existed or was continuing on the date of delivery of any Payment Blockage Notice with respect to the Designated Senior Debt whose holders delivered the Payment Blockage Notice may be made the basis of a subsequent Payment Blockage Notice by the holders of such Designated Senior Debt, whether or not within a period of 365 consecutive days. The Company may and shall resume payments on and distributions in respect of the Securities upon: (1) in Existing Debt upon the case earlier of a Payment Default, the date upon which the default Payment Default is cured or waived or ceases to exist, or (2) the obligations in the case of a Non-Payment Default, the earlier respect of the date on which such default is cured Senior Debt are paid in full in cash #96634157v3 or waived or ceases other payment satisfactory to existthe holders of Senior Debt, in each case as and to the extent permitted under the documentation for the Designated Senior Debt, or the 179th day after the date on which the applicable Payment Blockage Notice is received, in each case, unless the maturity of the Designated Senior Debt has been accelerated or this Article 5 Section 1 otherwise prohibits the payment or distribution at the time of such payment or distribution. time. (iii) Upon any payment by the Company, or distribution of assets of the Company or the Subsidiary Guarantor of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company (or the Subsidiary Guarantor, whether voluntary or involuntary) involuntary or in bankruptcy, insolvency, reorganization, liquidation, receivership or similar other proceedings, or upon an assignment for the benefit of creditors or any marshalling of the assets and liabilities of the Company, or otherwise, all amounts due or to become due upon all Senior Debt shall first be paid in full in cash, cash or other payments payment satisfactory to the holders of such Senior Debt before any payment of cash, property or securities other distribution is made with respect to or on account of the principal of or Interest on, or with respect to the conversion of, interest or premium, if any, on the Securities (except, to the extent required by applicable law, payments made pursuant to Article 14 from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for Existing Debt; and upon any such dissolution, winding-up, liquidation liquidation, reorganization, assignment for the benefit of creditors or reorganization); marshalling of assets and upon any such dissolution or winding-up or liquidation or reorganization liabilities of the Company or the Subsidiary Guarantor or bankruptcy, insolvency, receivership or other proceeding, any payment by the CompanyCompany or the Subsidiary Guarantors, or distribution of assets of the Company or the Subsidiary Guarantor 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 5Section 1, shall (except as aforesaid) be paid by the Company or the Subsidiary Guarantor, as applicable, 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 Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders, or as otherwise required by law or a court order) or their representative or representatives), or to the trustee agent or trustees agents under any indenture pursuant to which any instruments evidencing any Senior Debt may have been issuedthe Credit Agreement, as their respective interests may appear, to the extent necessary to pay all Senior Debt in full full, in cash, cash or other payment satisfactory to the holders of such Senior Debt, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. Holders. (iv) For purposes of this Article 5Section 1, the words, “cash, property or securities” shall not be deemed to include shares of Capital Stock stock of the Company or the Subsidiary Guarnator as reorganized or readjusted, or securities of the Company or the Subsidiary Guarantor or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article 5 Section 1 with respect to the Securities Existing Debt to the payment of all Senior Debt which may at the time be outstanding; provided that (i) the Senior Debt is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Debt (other than leases which are not assumed by the Company or the new corporation, as the case may be) are not, without the consent of such 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 conveyanceconveyance or transfer of its property as an entirety, transfer or lease of all or substantially all its property as an entirety, to another corporation upon the terms and conditions provided for in Article 11 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 5.02 if such other corporation shall, as a part of such consolidation, merger, conveyance, transfer or lease, comply with 1(b). (v) In the conditions stated in Article 11. If payment event of the Securities is accelerated because acceleration of an Event any Existing Debt in accordance with its terms, (i) no payment or distribution shall be made to the Holders in respect of Defaultthe principal of, interest or premium, if any, on such Existing Debt and (ii) no payment or distribution shall be made to any Holder in respect of any guarantee on such Existing Debt until all Senior Debt has been paid in full in cash or other payment satisfactory to the Company shall promptly notify holders of Senior Debt or their Representatives of such acceleration. The Company shall not pay acceleration is rescinded by the Securities until five days after the holders or Representatives for the holders of Senior Debt receive notice of the acceleration and after which the Company shall pay the Securities only if this Article 5 otherwise permits payment at that time. Holder. (vi) In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company or the Subsidiary Guarantor of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee Holders (or the Holders of the Securities any agent, trustee or other representative thereof) before all Senior Debt is paid in full, full in cash or other payment satisfactory to the holders of such Senior Debt, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Debt, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Debt Debt, or their Representative to the trustee or Representativestrustees or agent or agents, as applicable, under the Credit Agreement, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt remaining unpaid to the extent necessary to pay all Senior Debt in full, full in cash or other payment satisfactory to the holders of such Senior Debt or their RepresentativeDebt, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt. Nothing in this Section 5.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 10.05 and Section 12.07. This Section 5.02 shall be subject to the further provisions of Section 5.05.

Payments to Holders. No payment shall be made with respect to the principal of or Interest on the Securities (including, but not limited to, the Redemption Price and the Fundamental Change Repurchase Price with respect to the Securities subject to redemption or purchase in accordance with Articles 7 and 8, respectively, and any payment of cash upon conversion in accordance with Article 9), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 5.05, if: (a) a In the event and during the continuation of any default in the payment of principal, premium, interest or any other amounts payment due on any Senior Debt, or in respect Indebtedness of any redemption or repurchase obligation under any Senior Debt, occurs and is the Company continuing (or, in the case of Senior Debt for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior DebtIndebtedness of the Company, then, unless and until such default shall have been cured or waived or shall have ceased to exist, no payment shall be made by the Company with respect to the principal of, or premium, if any, or interest on the Securities, except sinking fund obligations satisfied by credit of acquired Securities under Section 11.02 prior to the happening of such default and payments made pursuant to Article VIII hereof from monies deposited with the Trustee pursuant thereto prior to the happening of such default. The provisions of this Section 12.02(a) (a “Payment Default”); orshall not apply to any payment to which Section 12.02(b) would be applicable. (b) a default, other than a Payment Default, on any Designated Senior Debt occurs and is continuing that then permits holders of such Designated Senior Debt (or any Representative) to accelerate its maturity (a “Non-Payment Default”) and a Responsible Officer of the Trustee receives at the Corporate Trust Office a written notice of the default (a “Payment Blockage Notice”) from the Company or a Representative of Designated Senior Debt. Notwithstanding the foregoing, following the delivery of a Payment Blockage Notice, no new Payment Blockage Notice may be delivered and no new period of payment blockage with respect to the Securities may begin until both (i) 365 consecutive days have elapsed since the effectiveness of the first Payment Blockage Notice and (ii) all scheduled payments of principal and Interest with respect to the Securities that are due have been paid in full in cash. No default that existed or was continuing on the date of delivery of any Payment Blockage Notice with respect to the Designated Senior Debt whose holders delivered the Payment Blockage Notice may be made the basis of a subsequent Payment Blockage Notice by the holders of such Designated Senior Debt, whether or not within a period of 365 consecutive days. The Company may and shall resume payments on and distributions in respect of the Securities upon: (1) in the case of a Payment Default, the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a Non-Payment Default, the earlier of the date on which such default is cured or waived or ceases to exist, in each case as and to the extent permitted under the documentation for the Designated Senior Debt, or the 179th day after the date on which the applicable Payment Blockage Notice is received, in each case, unless the maturity of the Designated Senior Debt has been accelerated or this Article 5 otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of 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 similar other proceedings, all amounts due or to become due upon all Senior Debt Indebtedness of the Company shall first be paid in full in cashfull, or other payments satisfactory to the holders of Senior Debt payment thereof provided for in money in accordance with its terms, before any payment of cash, property or securities is made on account of the principal of (and premium, if any) or Interest on, or with respect to the conversion of, interest on the Securities (except, to the extent required by applicable law, except payments made pursuant to Article 14 10 hereof from monies 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 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 5XII, 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 Senior Debt Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness 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 Debt Indebtedness of the Company may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Debt Indebtedness of the Company in full full, in cash, money or other payment satisfactory to the holders of Senior Debtmoney’s worth, after giving effect to any concurrent payment or distribution to or for the holders of Senior DebtIndebtedness of the Company, before any payment or distribution is made to the Holders of the Securities. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, and if such fact shall at or prior the time of such distribution have been made known to such Holder or the Trustee, as the case may be, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the Trusteetrustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness of the Company remaining unpaid to the extent necessary to pay all Senior Indebtedness of the Company in full in money 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 5XII, the words, “cash, property or securities” shall not be deemed to include shares of Capital Stock stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation 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 5 XII with respect to the Securities to the payment of all Senior Debt Indebtedness of the Company which may at the time be outstanding; provided that (i) the Senior Debt Indebtedness of the Company is assumed by the new corporationperson, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior Debt Indebtedness of the Company (other than leases) and of leases which are not assumed by the Company or the new corporation, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation person or the liquidation or dissolution of the Company following the conveyanceconveyance or transfer of its property as an entirety, transfer or lease of all or substantially all its property as an entirety, to another corporation person upon the terms and conditions provided for in Article 11 V hereof shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 5.02 12.02 if such other corporation person shall, as a part of such consolidation, merger, conveyance, transfer conveyance or leasetransfer, comply with the conditions stated in Article 11. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Debt or their Representatives of such acceleration. The Company shall not pay the Securities until five days after the holders or Representatives for the holders of Senior Debt receive notice of the acceleration and after which the Company shall pay the Securities only if V hereof. (c) Nothing contained in this Article 5 otherwise permits payment XII or elsewhere in this Indenture or in any Security shall prevent the Company, at that time. In any time except during the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company pendency of any kind or charactercase, whether in cashproceeding, property or securities (includingdissolution, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Debt is paid in full, in cash liquidation or other payment satisfactory to the holders of Senior Debtwinding-up, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of Senior Debt, such payment or distribution shall be held in trust assignment for the benefit of and shall be paid over or delivered to the holders of Senior Debt or their Representative or Representatives, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt remaining unpaid to the extent necessary to pay all Senior Debt in full, in cash creditors or other marshalling of assets and liabilities of the Company referred to in Section 12.02(b) or under the conditions described in Section 12.02(a), from making payment satisfactory to at any time or principal of (and premium, if any) or interest on the holders of Senior Debt or their Representative, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt. Nothing in this Section 5.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 10.05 and Section 12.07. This Section 5.02 shall be subject to the further provisions of Section 5.05Securities.

Payments to Holders. 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 and the Fundamental Change Repurchase Price with respect to the Securities subject to redemption or purchase in accordance with Articles 7 and 8, respectively, and any payment of cash upon conversion in accordance with Article 9), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 5.05, if: (a) a default in the payment of principal, premium, interest or any other amounts payment due on any Senior Debt, or in respect Indebtedness of any redemption or repurchase obligation under any Senior Debt, occurs and is the Issuer continuing (or, in the case of Senior Debt for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Debt) (a “Payment Default”); or (b) a default, other than a Payment Default, on any Designated Senior Debt occurs and is continuing that then permits holders of such Designated Senior Debt (or any Representative) to accelerate its maturity (a “Non-Payment Default”) and a Responsible Officer Indebtedness of the Trustee receives at the Corporate Trust Office a written notice of the Issuer, then, unless and until such default (a “Payment Blockage Notice”) from the Company shall have been cured or a Representative of Designated Senior Debt. Notwithstanding the foregoing, following the delivery of a Payment Blockage Noticewaived or shall have ceased to exist, no new Payment Blockage Notice may payment shall be delivered and no new period of payment blockage made by the Issuer with respect to the Securities may begin until both (i) 365 consecutive days have elapsed since principal of or interest on the effectiveness Subordinated Notes, except sinking fund obligations satisfied by credit of the first Payment Blockage Notice and (ii) all scheduled payments of principal and Interest with respect acquired Subordinated Notes under Section 1202 prior to the Securities that are due have been paid in full in cash. No happening of such default that existed or was continuing on and payments made pursuant to Article Fourteen hereof from monies deposited with the date of delivery of any Payment Blockage Notice with respect Trustee pursuant thereto prior to the Designated Senior Debt whose holders delivered the Payment Blockage Notice may be made the basis of a subsequent Payment Blockage Notice by the holders happening of such Designated Senior Debt, whether or not within a period of 365 consecutive days. The Company may and shall resume payments on and distributions in respect of the Securities upon: (1) in the case of a Payment Default, the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a Non-Payment Default, the earlier of the date on which such default is cured or waived or ceases to exist, in each case as and to the extent permitted under the documentation for the Designated Senior Debt, or the 179th day after the date on which the applicable Payment Blockage Notice is received, in each case, unless the maturity of the Designated Senior Debt has been accelerated or this Article 5 otherwise prohibits the payment or distribution at the time of such payment or 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 Company (Issuer, whether voluntary or involuntary) involuntary or in bankruptcy, insolvency, receivership or similar other proceedings, all amounts due or to become due upon all Senior Debt Indebtedness of the Issuer shall first be paid in full in cashfull, or other payments satisfactory to the holders of Senior Debt payment thereof provided for in money in accordance with its terms, before any payment of cash, property or securities is made on account of the principal of or Interest on, or with respect to interest on the conversion of, the Securities Subordinated Notes (except, to the extent required by applicable law, except payments made pursuant to Article 14 Fourteen hereof from monies 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 of the Securities Subordinated Notes or the Trustee would be entitled, except for the provision provisions of this Article 5Seventeen, 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 Subordinated Notes or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Debt Indebtedness of the Issuer (pro rata to such holders on the basis of the respective amounts of Senior Debt 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 Debt Indebtedness of the Issuer may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Debt Indebtedness of the Issuer in full full, in cash, money or other payment satisfactory to the holders of Senior Debtmoney’s worth, after giving effect to any concurrent payment or distribution to or for the holders of Senior DebtIndebtedness of the Issuer, before any payment or distribution is made to the Holders of the Securities Subordinated Notes or to the Trustee. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee or the Holders of the Subordinated Notes before all Senior Indebtedness of the Issuer is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to 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 Issuer, 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 money 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 5Seventeen, the words, “cash, property or securities” shall not be deemed to include shares of Capital Stock stock of the Company Issuer as reorganized or readjusted, or securities of the Company 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 5 Seventeen with respect to the Securities Subordinated Notes to the payment of all Senior Debt Indebtedness of the Issuer which may at the time be outstanding; provided that (i) the Senior Debt 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 Debt Indebtedness of the Issuer (other than leases) and of leases which are not assumed by the Company or the new corporation, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company Issuer with, or the merger of the Company Issuer into, another corporation Person or the liquidation or dissolution of the Company Issuer following the conveyanceconveyance or transfer of its property as an entirety, transfer or lease of all or substantially all its property as an entirety, to another corporation Person upon the terms and conditions provided for in Article 11 Eight hereof shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 5.02 1702 if such other corporation Person shall, as a part of such consolidation, merger, conveyance, transfer conveyance or leasetransfer, comply with the conditions stated in Article 11. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Debt or their Representatives of such acceleration. The Company shall not pay the Securities until five days after the holders or Representatives for the holders of Senior Debt receive notice of the acceleration and after which the Company shall pay the Securities only if this Article 5 otherwise permits payment at that time. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Debt is paid in full, in cash or other payment satisfactory to the holders of Senior Debt, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of Senior Debt, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Debt or their Representative or Representatives, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt remaining unpaid to the extent necessary to pay all Senior Debt in full, in cash or other payment satisfactory to the holders of Senior Debt or their Representative, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt. Nothing in this Section 5.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 10.05 and Section 12.07. This Section 5.02 shall be subject to the further provisions of Section 5.05Eight hereof.