Pursuant to the Indenture Clause Samples

Pursuant to the Indenture. (A) the Agent has agreed to subscribe for, and the Issuer has agreed to issue to the Agent, an aggregate amount of USD 65,000,000 (United States Dollars Sixty-five Million) of Securities (the “Relevant Securities”), and the Agent has agreed to pay to the Issuer an aggregate principal amount of USD 65,000,000 (United States Dollars Sixty-five Million) in cash as consideration for the issue of such Securities to the Agent (the “Subscription Consideration”); and (B) subject to and conditional upon the payment by the Agent to the Issuer of the Subscription Consideration on the date hereof (the “Completion Date”), the Issuer has agreed to issue the Relevant Securities to the Agent on and with effect from the Completion Date.

Pursuant to the Indenture for purposes of determining whether a Default or Event of Default exists with respect to the Bonds, but only with respect to the Bonds, the following shall also constitute Events of Default under the Indenture: (i) default in the performance. or breach, of any covenant or warranty in this Agreement (other than (1) Section 6.1(1) (Financial and Other Statements (Notice of Environmental Matters) hereof or (2) a covenant or warranty a default in the performance or breach of which is specifically dealt with elsewhere in this Agreement. and continuance of such default or breach for a period of 30 days after notice has been given in accordance with the procedures described in Section 9.01C (Events of Default) of the Indenture; or (ii) default in any representation or warranty made by the Company herein, or made by the Company in any statement or certificate furnished by the Company in connection with the consummation of the issuance and delivery of the Bonds is untrue in any material respect as of the date of the issuance or making thereof, or (iii) the Company or any of its Subsidiaries defaults in any payment. beyond any period of grace provided with respect thereto, of principal of, or premium or interest on. any obligation for borrowed money having an outstanding principal amount of $10,000,000 or more; or (iv) a final, non-appealable judgment in an amount in excess of $10,000,000 above available insurance coverage (so long as the insurer shall have agreed, in writing at the time such judgment becomes final, that it is responsible for payment of such judgment up to the limit of available coverage) is rendered against the Company or any of its Subsidiaries and. within 60 days after entry thereof, such judgment is not discharged.

Pursuant to the Indenture. (a) the Issuer may from time to time issue Senior Notes in Series; (b) the Issuer has appointed the Trustee to act as trustee on behalf of the Noteholders in respect of the Senior Notes; and (c) the Issuer has assigned all of its right, title and interest in and to the Designated Receivables and the other Collateral to the Trustee for the benefit of the Holders of the Senior Notes.

Pursuant to the Indenture. Borrower may provide for the delivery to Trustee of an Alternate Letter of Credit (as defined therein).

Pursuant to the Indenture. Borrower has executed a Second Lien Notes Deed of Trust dated as of May 30, 2003 and effective as of the date hereof (as at any time amended, supplemented or otherwise modified or replaced, the “Second Lien Deed of Trust”), a Second Lien Notes Security Agreement dated as of the date hereof (as at any time amended, supplemented or otherwise modified or replaced, the “Second Lien Security Agreement”), a Second Lien Notes Trademark Security Interest Assignment dated as of the date hereof (as at any time amended, supplemented or otherwise modified or replaced, the “Second Lien Trademark Security Agreement”), a Second Lien Notes Copyright Security Interest Assignment dated as of the date hereof (as at any time amended, supplemented or otherwise modified or replaced, the “Second Lien Copyright Security Agreement”), a Second Lien Notes Deposit Account Control Agreement dated as of the date hereof (as at any time amended, supplemented or otherwise modified or replaced, the “Second Lien Account Control Agreement”), together with ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, a Second Lien Notes Trademark Sublicense Consent and Agreement dated as of the date hereof (as at any time amended, supplemented or otherwise modified or replaced, the “Second Lien Trademark Consent Agreement”) and, together with ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, a Second Lien Notes Subordination Agreement dated as of the date hereof (as at any time amended, supplemented or otherwise modified or replaced, the “Second Lien Subordination Agreement”).