Common use of Payment of Notes Clause in Contracts

Payment of Notes. The Company shall pay or cause to be paid the principal of or premium, if any, Additional Interest, if any, or interest on the Notes on the dates, at the location and in the manner provided in the Notes and this Indenture. Principal, premium, if any, interest and Additional Interest, if any, shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or premium, if any, Additional Interest, if any, or interest on the Notes then due. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the then applicable interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders.

Payment of Notes. The Company covenants and agrees that it shall promptly pay or cause to be paid the principal of or of, premium, if any, and interest (including Additional Interest, if any, or interest ) on the Notes on the dates, at the location dates and in the manner provided in the Notes and in this Indenture. Principal, premium, if any, and interest and (including Additional Interest, if any, ) shall be considered paid on the date due if, on or before 11:00 a.m.(New York City time) on such date, the Trustee or the Paying Agent (or, if the Company or any of its Subsidiaries is the Paying Agent, if other than the segregated account or separate trust fund maintained by the Company or a such Subsidiary thereof, pursuant to Section 2.4) holds as of 11:00 a.m. Eastern Time on the due date in accordance with this Indenture money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, and interest (including Additional Interest, if any, or interest on the Notes ) then due. If any Additional Interest is due, the Company shall deliver an Officers’ Certificate to the Trustee setting forth the Additional Interest per $1,000 aggregate principal amount of Notes and the date from which such Additional Interest shall accrue. The Company shall pay all also deliver an Officers’ Certificate to the Trustee setting forth the date after which such Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the NotesInterest shall cease accruing. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the then applicable interest rate on specified therefor in the Notes; , and it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawfullawful as provided in Section 2.11. The Notwithstanding anything to the contrary contained in this Indenture, the Company shall make all interestor the Paying Agent may, to the extent it is required to do so by law, deduct or withhold income or other similar taxes imposed by the United States of America or other domestic or foreign taxing authorities from principal, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holdershereunder.

Payment of Notes. The Company shall Issuers will pay or cause to be paid the principal of or of, premium, if any, Additional Intereston, and interest, if any, or interest on on, the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, interest and Additional Interestinterest, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company Issuers or a Subsidiary thereofof the Company, holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Company Issuers in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interestand interest, if any, or interest on the Notes then due. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at a rate that is equal to time on demand at the then applicable interest rate on the NotesNotes to the extent lawful; it shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interestinterest, if any, any (without regard to any applicable grace period) from time to time on demand ), at the same rate to the extent lawful. The Company may at any time, for the purpose of obtaining satisfaction and discharge with respect to the Notes or for any other purpose, pay, or direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall make be released from all interestfurther liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, Additional Interestor interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and principal payments by wire transfer of immediately available funds to any Holder who payable shall have given written directions be paid to the Company on its request, or (if then held by the Paying Agent to make Company) shall be discharged from such payments by wire transfer pursuant to trust; and the wire transfer instructions supplied Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or the such Paying Agent by with respect to such Holder on trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or prior such Paying Agent, before being required to make any such repayment, shall, at the expense of the Company, cause to be published once, in The New York Times or The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of HoldersCompany.

Payment of Notes. The Company shall Issuers will pay or cause to be paid the principal of or premiumof, premium on, if any, and interest and Additional Interest, if any, or interest on on, the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional Interest, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company Issuers or a Subsidiary thereof, holds as of 11:00 10:00 a.m. Eastern Time (New York City Time) on the due date money deposited by the Company Issuers in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interestand interest, if any, or interest on the Notes then due. The Company shall Issuers will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the NotesAgreement. The Company shall Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% higher than the then applicable interest rate on the NotesNotes to the extent lawful; it shall they will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, any (without regard to any applicable grace period) from time to time on demand ), at the same rate to the extent lawful. The Company shall make all interestIn the event that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights Agreement, premium, if any, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, if any, and principal payments the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by wire transfer of immediately available funds the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder who shall have given written directions to determine the Additional Interest, or with respect to the Company nature, extent, or calculation of the Paying Agent to make such payments by wire transfer pursuant amount of Additional Interest owed, or with respect to the wire transfer instructions supplied to the Company or the Paying Agent by method employed in such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency calculation of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of HoldersAdditional Interest.

Payment of Notes. The Company shall pay or cause to be paid the principal of or premium, if any, Additional Interest, if any, or interest on the Notes on the dates, at the location and in the manner provided in the Notes and this Indenture. Principal, premium, if any, interest and Additional Interestinterest, if any, shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or premium, if any, Additional Interest, if any, or interest on the Notes then due. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the then applicable interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interestinterest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders.

Payment of Notes. The Company shall will pay or cause to be paid the principal of or of, premium, if any, Additional Intereston, and interest, if any, or interest on on, the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, interest and Additional Interestinterest, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereofof the Company, holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interestand interest, if any, or interest on the Notes then due. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at a rate that is equal to time on demand at the then applicable interest rate on the NotesNotes to the extent lawful; it shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interestinterest, if any, any (without regard to any applicable grace period) from time to time on demand ), at the same rate to the extent lawful. The Company may at any time, for the purpose of obtaining satisfaction and discharge with respect to the Notes or for any other purpose, pay, or direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall make be released from all interestfurther liability with respect to such money. Subject to any applicable escheat, or abandoned or unclaimed property law, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, Additional Interestor interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and principal payments by wire transfer of immediately available funds to any Holder who payable shall have given written directions be paid to the Company on its request, or (if then held by the Paying Agent to make Company) shall be discharged from such payments by wire transfer pursuant to trust; and the wire transfer instructions supplied Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or the such Paying Agent by with respect to such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency trust money, and all liability of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holdersas trustee thereof, shall thereupon cease.

Payment of Notes. The Company No later than 10 a.m. (London time) on the Business Day prior to a payment date, the Issuer shall pay or cause to be paid the principal of or premiumof, interest and premium and Additional Amounts, if any, Additional Interest, if any, or interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this Indenture. Principal, premiuminterest, if any, interest premium and Additional InterestAmounts, if any, shall be considered paid on the date due if the Paying Agent receives such payment by such time in the manner provided in the Notes. Principal, premium, if any, Additional Amounts, if any, and interest shall be considered paid on the date due if the Issuer holds, in an account with the Paying Agent, if other than the Company Issuer or a Subsidiary thereof, holds as of 11:00 by 10 a.m. Eastern Time (London time) on the Business Day prior to the due date date, money deposited by the Company in immediately available funds Issuer. Principal of, interest, premium and designated for and sufficient to pay all principal of or premiumAdditional Amounts, if any, on the Notes will be payable at the corporate trust office or agency of the Paying Agent maintained in London, England, for such purposes. All payments on the Global Notes shall be made by transfer of immediately available funds to an account of the Holder of the Global Notes in accordance with instructions given by that Xxxxxx. Principal of, interest, premium and Additional InterestAmounts, if any, on any Definitive Registered Notes will be payable at the corporate trust office or agency of any Paying Agent in any location required to be maintained for such purposes pursuant to Section 2.03. In addition, interest on Definitive Registered Notes may be paid by check mailed to the Notes then due. The Company shall pay all Additional Interest, if any, in the same manner person entitled thereto as shown on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Security Register for such Definitive Registered Notes. The Company Issuer shall pay interest (including post-petition post‑petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at the rate equal to time on demand at one percent (1%) per annum in excess of the then applicable interest rate on the Notes; it Notes to the extent lawful. The Issuer shall pay interest (including post-post petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders.

Payment of Notes. The Company shall will pay or cause to be paid the principal of or of, premium, if any, Additional Intereston, and interest, if any, or interest on on, the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, interest and Additional Interestinterest, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereofof the Company, holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interestand interest, if any, or interest on the Notes then due. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at a rate that is equal to time on demand at the then applicable interest rate on the NotesNotes to the extent lawful; it shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interestinterest, if any, any (without regard to any applicable grace period) from time to time on demand ), at the same rate to the extent lawful. The Company may at any time, for the purpose of obtaining satisfaction and discharge with respect to the Notes or for any other purpose, pay, or direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall make be released from all interestfurther liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, Additional Interestor interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and principal payments by wire transfer of immediately available funds to any Holder who payable shall have given written directions be paid to the Company on its request, or (if then held by the Paying Agent to make Company) shall, unless otherwise required by mandatory provisions of applicable escheat, or abandoned or unclaimed property law, be discharged from such payments by wire transfer pursuant to trust; and the wire transfer instructions supplied Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or the such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may, at the expense of the Company, cause to be published once, in The New York Times or The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will unless otherwise required by such Holder on mandatory provisions of applicable escheat, or prior abandoned or unclaimed property law, be repaid to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of HoldersCompany.

Payment of Notes. The Company Issuers shall pay or cause to be paid the principal of or of, premium, if any, Additional Interest, if any, or and interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this Indenture. Principal, premium, if any, interest and Additional Interest, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Company Issuers or a Subsidiary thereofSubsidiary, holds as of 11:00 a.m. Eastern Time (New York City time) on the due date money deposited by the Company Issuers in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interest, if any, or and interest on the Notes then due. The Company Issuers shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement Agreement. In the event the Issuers are required to pay Additional Interest, the Issuers will provide written notice to the Registrar and the Trustee of the Issuers’ obligation to pay Additional Interest no later than 15 days prior to the next Interest Payment Date, which notice shall set forth the amount of the Additional Interest to be paid by the Issuers. None of the Trustee or any Agent shall at any time be under any duty or responsibility to any Holders to determine whether the location specified in Additional Interest is payable and the Notesamount thereof. The Company Issuers shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at the rate equal to time on demand at the then applicable interest rate on the NotesNotes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, Interest (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders.

Payment of Notes. The Company No later than 10 a.m. (London time) on the Business Day prior to a payment date, the Issuer shall pay or cause to be paid the principal of or premiumof, interest and premium and Additional Amounts, if any, Additional Interest, if any, or interest on the Notes on the dates, at the location and in the manner provided in the Notes and this IndentureNotes. Principal, premiuminterest, if any, interest premium and Additional InterestAmounts, if any, shall be considered paid on the date due if the Principal Paying Agent, receives such payment by such time in the manner provided in the Notes. Principal, premium, if any, Additional Amounts, if any, and interest shall be considered paid on the date due if the Issuer holds, in an account with the Paying Agent, if other than the Company Issuer or a Subsidiary thereof, holds as of 11:00 by 10 a.m. Eastern Time (London time) on the Business Day prior to the due date date, money deposited by the Company Issuer in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, Additional Amounts, if any, and interest then due. Principal of, interest, premium and Additional InterestAmounts, if any, on Global Notes will be payable at the corporate trust office or interest agency of the Principal Paying Agent maintained in the City of London for such purposes, at the corporate trust office or agency of the Paying Agent maintained in the Borough of Manhattan, City of New York, for such purposes and, for as long as any Notes are admitted to trading on the Euro MTF and listed on the Official List of the Luxembourg Stock Exchange, at the office of the Paying Agent appointed in Luxembourg. All payments on the Global Notes then duewill be made by transfer of immediately available funds to an account of the Holder of the Global Notes in accordance with instructions given by that Holder. The Company shall pay all Principal of, interest, premium and Additional InterestAmounts, if any, on any Definitive Registered Notes will be payable at the corporate trust office or agency of any Paying Agent in any location required to be maintained for such purposes pursuant to Section 2.03. In addition, interest on Definitive Registered Notes may be paid by check mailed to the same manner person entitled thereto as shown on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Register for such Definitive Registered Notes. The Company Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at the rate equal to time on demand at 1% per annum in excess of the then applicable interest rate on the Notes; it Notes to the extent lawful. The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders.

Payment of Notes. The Company shall Issuers will pay or cause to be paid the principal of or premiumof, premium on, if any, interest and Additional Interest, if any, or interest on on, the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, interest and Additional Interest, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company Issuers or a Subsidiary thereofof the Partnership, holds as of 11:00 a.m. Eastern Time 10:00 a.m., New York City time, on the due date money deposited by the Company Issuers in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interestand interest, if any, or interest on the Notes then due. The Company shall Issuers will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the applicable Registration Rights Agreement at the location specified in the NotesAgreement. The Company shall Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% higher than the then applicable interest rate on the NotesNotes to the extent lawful; it shall they will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, any (without regard to any applicable grace period) from time to time on demand ), at the same rate to the extent lawful. The Company Partnership may at any time, for the purpose of obtaining satisfaction and discharge with respect to the Notes or for any other purpose, pay, or direct any Paying Agent to pay, to the Trustee all sums held in trust by the Partnership or such Paying Agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Partnership or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall make be released from all interestfurther liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Partnership, in trust for the payment of the principal of, premium, if any, Additional Interestor interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and principal payments by wire transfer of immediately available funds to any Holder who payable shall have given written directions be paid to the Company Partnership on its request, or (if then held by the Partnership) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Partnership for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Partnership as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such payments by wire transfer pursuant repayment, shall, at the expense of the Partnership, cause to be published once, in The New York Times or The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of HoldersPartnership.

Payment of Notes. The Company No later than 10:00 a.m. (New York time) on the Business Day prior to a payment date, the Issuer shall pay or cause to be paid the principal of or premiumof, interest, premium and Additional Amounts, if any, Additional Interest, if any, or interest on the Notes on the dates, at the location and in the manner provided in the Notes and this IndentureNotes. Principal, premiuminterest, if any, interest premium and Additional InterestAmounts, if any, shall be considered paid on the date due if the Issuer holds, in an account with the Paying Agent, if other than the Company Issuer or a Subsidiary thereof, holds as of 11:00 by 10:00 a.m. Eastern Time (New York time) on the Business Day prior to the due date date, money deposited by the Company Issuer in immediately available funds and designated for and sufficient to pay all principal of or premiumprincipal, interest, premium and Additional Amounts, if any, then due. Principal of, interest, premium and Additional InterestAmounts, if any, on Global Notes will be payable at the corporate trust office or interest agency of the Principal Paying Agent maintained in the City of London for such purposes, at the corporate trust office or agency of the Paying Agent maintained in the Borough of Manhattan, City of New York, for such purposes and, for as long as any Notes are admitted to trading on the Euro MTF and listed on the Official List of the Luxembourg Stock Exchange, at the office of the Paying Agent appointed in Luxembourg. All payments on the Global Notes then duewill be made by transfer of immediately available funds to an account of the Holder of the Global Notes in accordance with instructions given by that Holder. The Company shall pay all Principal of, interest, premium and Additional InterestAmounts, if any, on any Definitive Registered Notes will be payable at the corporate trust office or agency of any Paying Agent in any location required to be maintained for such purposes pursuant to Section 2.03. In addition, interest on Definitive Registered Notes may be paid by check mailed to the same manner person entitled thereto as shown on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Register for such Definitive Registered Notes. The Company Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at the rate equal to time on demand at 1% per annum in excess of the then applicable interest rate on the Notes; it Notes to the extent lawful. The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders.

Payment of Notes. The Company No later than 10 a.m. (London time) on the Business Day prior to a payment date, the Issuer shall pay or cause to be paid the principal of or premiumof, interest and premium and Additional Amounts, if any, Additional Interest, if any, or interest on the Notes on the dates, at the location and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, interest and Additional InterestAmounts, if any, and interest shall be considered paid on the date due if the Issuer holds, in an account with the Paying Agent, if other than the Company Issuer or a Subsidiary thereof, holds as of 11:00 by 10 a.m. Eastern Time (London time) on the Business Day prior to the due date date, money deposited by the Company Issuer in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, Additional Amounts, if any, and interest then due. Principal of, interest, premium and Additional InterestAmounts, if any, on Global Notes will be payable at the corporate trust office or interest agency of the Principal Paying Agent maintained in the City of London for such purposes, at the corporate trust office or agency of the Paying Agent maintained in the Borough of Manhattan, City of New York, for such purposes and, for as long as any Notes are admitted to trading on the Euro MTF and listed on the Official List of the Luxembourg Stock Exchange, at the office of the Paying Agent appointed in Luxembourg. All payments on the Global Notes then duewill be made by transfer of immediately available funds to an account of the Holder of the Global Notes in accordance with instructions given by that Holder. The Company shall pay all Principal of, interest, premium and Additional InterestAmounts, if any, on any Definitive Registered Notes will be payable at the corporate trust office or agency of any Paying Agent in any location required to be maintained for such purposes pursuant to Section 2.03. In addition, interest on Definitive Registered Notes may be paid by check mailed to the same manner person entitled thereto as shown on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Register for such Definitive Registered Notes. The Company Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at the rate equal to time on demand at 1% per annum in excess of the then applicable interest rate on the Notes; it Notes to the extent lawful. The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders.

Payment of Notes. The Company Issuer shall pay or cause to be paid the principal of or of, premium, if any, and interest and Additional InterestAmounts, if any, or interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional InterestAmounts, if any, shall will be considered paid on the date due if the Paying AgentAgent holds (i) in the case of the Dollar Notes, if other than the Company or a Subsidiary thereof, holds as of 11:00 a.m. Eastern Time 10:00 AM New York time on the due date, or (ii) in the case of the Sterling Notes, as of 10:00 A.M. New York time on the Business Day prior to the due date (or such other time as the Issuer and the Paying Agent may mutually agree from time to time), money deposited by the Company Issuer in immediately available funds and designated for and sufficient to pay all principal of or premiumprincipal, premium and Additional Amounts, if any, Additional Interest, if any, or and interest then due and is not prohibited from paying such money to the Holders on that date pursuant to the Notes then dueterms of this Indenture. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at the rate equal to time on demand at the then applicable interest rate on the Notes; it shall . The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace periodperiods) from time to time on demand at the same rate to rate. If a Paying Agent pays out funds on or after the extent lawful. The Company due date therefor, or pays out funds (although it is not obligated) on the assumption that the corresponding payment by the Issuer has been or will be made and such payment has in fact not been so made by the Issuer, then the Issuer shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or on demand reimburse the Paying Agent for the relevant amount, and pay interest to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by on such Holder amount from the date on or prior which it is paid out to the applicable record date. All other payments on Notes will be made date of reimbursement at a rate per annum equal to the office or agency cost to the Paying Agent of funding the amount paid out, as certified by the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holdersexpressed as a rate per annum.

Payment of Notes. The Company Issuer shall pay or cause have caused the Trustee to establish an account (the “Trustee Account”) to be paid maintained by the principal Trustee for the benefit of or premium, if any, Additional Interest, if any, or the Holders with respect to payments of interest on the Notes 2017 B Notes, over which the Trustee shall have sole control and dominion. Interest on the dates2017 B Notes will accrue, at and be payable by or on behalf of the location and in Issuer to the manner Trustee, daily; provided in that the Notes and this Indenture. Principal, premium, if any, interest and Additional Interest, if any, shall be considered paid failure by the Issuer to make or have made any such daily payment to the Trustee on the date due if the Paying Agent, if any day will not constitute a Default so long as (a) (x) no payment or other than transfer by the Company or a Subsidiary thereof, holds as any of 11:00 a.m. Eastern Time its Restricted Subsidiaries shall have been made on such day under the due date money Cash Management Arrangements or (y) the amount of funds on deposit in the Trustee Account on such day is equal to the amount of interest which has accrued up to and including such day and (b) on each Interest Payment Date the aggregate amount of funds deposited by in the Company in immediately available funds and designated for and Trustee Account is sufficient to pay all principal the aggregate amount of or premium, if any, Additional Interest, if any, or interest on the 2017 B Notes then duethat is payable by the Trustee to Holders of 2017 B Notes on such Interest Payment Date; provided further, however, that payments of interest shall only be deemed to be overdue to the extent that the aggregate amount of funds deposited in the Trustee Account is not sufficient to pay the aggregate amount of interest on the 2017 B Notes that is payable by the Trustee to Holders on the applicable Interest Payment Date. The Company Issuer or any Guarantor will not be the legal owners of the funds on deposit in the Trustee Account. Such amounts may be in cash in U.S. dollars, in Government Securities or in a combination thereof. Any interest earned on Government Securities held in the Trustee Account will be applied to pay fees and expenses of the Trustee and, to the extent of any excess, returned to the Company. Upon the making by or on behalf of the Issuer of any payment into the Trustee Account, the Issuer’s obligation to pay accrued interest shall be discharged to the extent of the amount so paid. If the Trustee fails to make an interest payment on the 2017 B Notes but the Issuer has deposited the funds with the Trustee, it will not be a Default. Unless otherwise expressly instructed in writing by the Issuer, the amounts in the Trustee Account shall be held in cash in U.S. dollars. The Issuer shall pay all Additional Special Interest, if any, in the same manner on the dates and in the amounts set forth in the 2017 B Registration Rights Agreement at the location specified in the NotesAgreement. The Company Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at the rate equal to time on demand at 1.0% per annum in excess of the then applicable interest rate on the Notes2017 B Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, Special Interest (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company Trustee shall make all interestpay or cause to be paid the aggregate amount of interest payable on the 2017 B Notes on the dates and in the manner provided in the 2017 B Notes. Principal, premium, if any, Additional Special Interest, if any, and principal payments interest shall be considered paid on the date due if the Trustee holds as of noon Eastern Time on the Interest Payment Date money deposited by wire transfer of the Issuer in immediately available funds and designated for and sufficient to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record datepay all principal, premium, if any, and interest then due. All other payments on Notes will If an Interest Payment Date is not a Business Day, payment may be made at on the office next succeeding day that is a Business Day, and no additional interest or agency other amounts shall be payable in respect of the Paying Agent and Registrar within the City and State interest period for which such payment is made as a result of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register such extension of Holderstime.

Payment of Notes. The Company shall Issuer will pay or cause to be paid the principal of or premiumof, premium on, if any, Additional Interest, if any, or and interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional Interest, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company Issuer or a Subsidiary thereofof the Issuer, holds as of 11:00 a.m. Eastern Time a.m., New York City time, on the due date money deposited by the Company Issuer in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, and interest, if any, then due. All references in this Indenture or the Notes to “interest” shall be deemed to include Additional Interest, if any, or interest on unless the Notes then duecontext requires otherwise. The Company shall Issuer will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the applicable Registration Rights Agreement at the location specified in the NotesAgreement. The Company shall Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at a rate that is equal to time on demand at the then applicable interest rate on the NotesNotes to the extent lawful; it shall the Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand ), at the same rate to the extent lawful. The Company Issuer may at any time, for the purpose of obtaining satisfaction and discharge with respect to the Notes or for any other purpose, pay, or direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or such Paying Agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall make be released from all interestfurther liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium, if any, Additional Interestor interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and principal payments by wire transfer of immediately available funds to any Holder who payable shall have given written directions be paid to the Company Issuer on its request, or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such payments by wire transfer pursuant repayment, shall, at the expense of the Issuer, cause to be published once, in The New York Times or The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of HoldersIssuer.

Payment of Notes. The Subject to the provisions of Article 10, the Company shall pay or cause to be paid the principal of or of, and premium, if any, and interest (including Additional Interest, if any, or interest ) on the Notes on the dates, at the location dates and in the manner provided in the Notes. Holders must surrender their Notes and this Indentureto the Paying Agent to collect principal payments. PrincipalThe Notes will be payable as to principal, premium, if any, and interest (including Additional Interest), if any, at the office or agency of the Company maintained for such purpose within the City and State of New York or, at the option of the Company, by wire transfer of immediately available funds or, in the case of Physical Notes only, by mailing a check to the registered address of the Holder. So long as the Global Note Holder is the registered owner of any Notes, the Global Note Holder will be considered the sole holder of outstanding Notes represented by such Global Notes under this Indenture. Payments in respect of the principal of, premium, if any, and interest (including Additional Interest), if any, on any Notes registered in the name of the Global Note Holder on the applicable Record Date will be payable by the Trustee to or at the direction of such Global Note Holder in its capacity as the registered holder under this Indenture. None of the Company, the Guarantors or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of Notes by the Depository, or for maintaining, supervising or reviewing any records of the Depository relating to such Notes. Principal, premium or interest (including Additional Interest, if any, ) shall be considered paid on the date due if if, by 12:00 noon (Eastern Standard Time) on the Business Day immediately preceding such date, the Company has deposited with the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Company Agent U.S. Legal Tender in immediately available funds and designated for and sufficient to pay all principal of such principal, premium or premium, if any, interest (including Additional Interest, if any); provided, however, that principal, premium or interest on the Notes then due. The Company shall pay all (including Additional Interest, if any) shall not be considered paid within the meaning of this Section 4.01 if U.S. Legal Tender intended to pay such principal, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall pay premium or interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the then applicable interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments is held by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer for the benefit of holders of Senior Indebtedness of the Company pursuant to the wire transfer instructions supplied provisions of Article 10. The Paying Agent shall return to the Company or Company, no later than five days following the Paying Agent by such Holder date of payment, any money that exceeds the amount then due and payable on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of HoldersNotes.

Payment of Notes. The Company shall will pay or cause to be paid the principal of or of, premium, if any, Additional Intereston, and interest, if any, or interest on on, the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, interest and Additional Interestinterest, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereofof the Company, holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interestand interest, if any, or interest on the Notes then due. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at a rate that is equal to time on demand at the then applicable interest rate on the NotesNotes to the extent lawful; it shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interestinterest, if any, any (without regard to any applicable grace period) from time to time on demand ), at the same rate to the extent lawful. The Company may at any time, for the purpose of obtaining satisfaction and discharge with respect to the Notes or for any other purpose, pay, or direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall make be released from all interestfurther liability with respect to such money. Subject to any applicable abandoned property law, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, Additional Interestor interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and principal payments by wire transfer of immediately available funds to any Holder who payable shall have given written directions be paid to the Company on its request, or (if then held by the Paying Agent to make Company) shall be discharged from such payments by wire transfer pursuant to trust; and the wire transfer instructions supplied Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or the such Paying Agent by with respect to such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency trust money, and all liability of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holdersas trustee thereof, shall thereupon cease.

Payment of Notes. The Company shall pay or cause to be paid the principal of or of, and premium, if any, Additional Interestand accrued and unpaid interest on and Liquidated Damages, if any, or interest on with respect to the Notes on the dates, at the location dates and in the manner provided in the Notes. Holders of Notes and this Indenturemust surrender their Notes to the Paying Agent to collect principal payments. PrincipalPrincipal of, premium, if any, interest and Additional Interestaccrued and unpaid interest, and Liquidated Damages, if any, shall be considered paid on the date due if the Paying Agent, if Agent (other than the Company or a Subsidiary thereofany of its Subsidiaries), holds the Global Note Holder or each Holder that has specified an account, holds, as of 11:00 a.m. Eastern Time on the due date 12:00 noon New York City time, money deposited by the Company deposited in immediately available funds and designated for and sufficient to pay in cash all principal of or principal, premium, if any, Additional Interestand accrued and unpaid interest on, and Liquidated Damages, if any, or interest then due; provided that, to the extent that the Holders have not specified accounts, such amounts shall be considered paid on the Notes then duedate due if the Company mails a check for such amounts on such date. The Paying Agent shall return to the Company, no later than five days following the date of payment, any money (including accrued interest) that exceeds the amount of principal, premium, if any, accrued and unpaid interest, and Liquidated Damages, if any, paid on the Notes. The Company shall pay all Additional InterestLiquidated Damages, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at Agreement. If any Liquidated Damages become payable, the location specified in Company shall not later than 3 Business Days prior to the Notesdate that any payment of Liquidated Damages is due (i) deliver an Officers' Certificate to the Trustee setting forth the amount of Liquidated Damages payable to Holders and (ii) instruct the Paying Agent to pay such amount of Liquidated Damages to Holders entitled to receive such Liquidated Damages. The To the extent lawful, the Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Lawinterest) on (i) overdue principal and premium, if any, from time premium at the rate equal to time on demand at 1% per annum in excess of the then applicable interest rate on the Notes; it shall pay interest , compounded semiannually and (including post-petition interest in any proceeding under any Bankruptcy Lawii) on overdue installments of interest and Additional Interest, if any, Liquidated Damages (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address as set forth in the register of Holdersclause (i), compounded semiannually.

Payment of Notes. The Company Issuers (and, prior to the Escrow Release Date, the Escrow Issuers), jointly and severally, shall pay or cause to be paid the principal of or of, premium, if any, Additional Interestand interest, if any, or interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this Indenture. Principal, premium, if any, interest and Additional Interestinterest, if any, shall be considered paid on the date due if the Paying Agent, if other than the Company Issuer, the Co-Issuer or a Subsidiary thereofGuarantor or an Affiliate of the Issuer, the Co-Issuer or a Guarantor, holds as of 11:00 a.m. Eastern Time noon (New York City time) on the due date money deposited by the Company Issuers (and, prior to the Escrow Release Date, the Escrow Issuers) in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interest, if any, or and interest on the Notes then due. The Company shall pay all Additional InterestIssuers (and, if anyprior to the Escrow Release Date, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company Escrow Issuers) shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at the rate equal to time on demand at the then applicable interest rate on the NotesNotes to the extent lawful; it the Issuers (and, prior to the Escrow Release Date, the Escrow Issuers) shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders.

Payment of Notes. The Company shall Issuer will pay or cause to be paid the principal of or premiumof, premium on, if any, interest and Additional InterestAmounts, if any, or interest on on, the Notes on the dates, at the location dates and in the manner provided in the Notes and this Indenture. Principal, premium, if any, interest and Additional InterestAmounts, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company Issuer or a Subsidiary thereofof the Issuer, holds as of 11:00 10:00 a.m. Eastern London Time on the due date money deposited by the Company Issuer in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, and interest and Additional InterestAmounts, if any, or interest on the Notes then due. The Company shall pay all Additional InterestIf the Issuer or any of its Subsidiaries acts as Paying Agent, principal, premium, if any, interest and Additional Amounts, if any, shall be considered paid on the due date if the entity acting as Paying Agent complies with Section 2.14. Principal, premium, if any, interest and Additional Amounts, if any, on the Global Notes will be payable at the specified office or agency of the Principal Paying Agent maintained in London, for such purposes. All payments with respect to Notes represented by one or more Global Notes registered in the same manner name of or held by a nominee of the common depositary for Euroclear or Clearstream, as applicable, will be made by wire transfer of immediately available funds to the account specified by the Holder or Holders thereof. Principal of, interest, premium and Additional Amounts, if any, on any Definitive Registered Notes will be payable at the specified office or agency of any Paying Agent in London maintained for such purposes pursuant to Section 2.03. In addition, interest on Definitive Registered Notes may be paid by bank transfer to the Person entitled thereto as shown on the dates and in register for the amounts set forth in the Registration Rights Agreement at the location specified in the NotesDefinitive Registered Note. The Company shall Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand interest at a rate that is 1% per annum higher than the then applicable interest rate on the Notes; it shall Notes to the extent lawful. The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional InterestAmounts, if any, any (without regard to any applicable grace period) from time to time on demand ), at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders.

Payment of Notes. The Company shall pay or cause to be paid the principal of or premium, if any, Additional Interest, if any, or interest on the Notes as provided in the Notes and this Indenture. The Company shall promptly make all payments in respect of the Notes on the dates, at the location dates and in the manner provided in the Notes and or pursuant to this Indenture. PrincipalPrincipal Amount, premiumPurchase Price and Fundamental Change Purchase Price and accrued and unpaid interest, if anySpecial Interest, interest Additional Amounts and Additional Interest, if any, shall be considered paid on the applicable date due if by 11:00 a.m., New York City time, on such date the Paying AgentAgent holds, in accordance with this Indenture, cash or securities, if other than the Company or a Subsidiary thereofpermitted hereunder, holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or premium, if any, Additional Interest, if any, or interest on the Notes such amounts then due. The Company shall pay all Additional Interestshall, if anyto the fullest extent permitted by law, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the then applicable interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest interest, Special Interest, Additional Amounts and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate borne by the Notes per annum plus 1%. All references in this Indenture or the Notes to the extent lawful. The Company shall make all interestinterest shall, premiumwithout duplication, if anybe deemed to include Special Interest, Additional Amounts and Additional Interest, if any, payable pursuant to the Registration Rights Agreement. If at any time Additional Interest becomes payable by the Company pursuant to the Registration Rights Agreement, the Company shall promptly deliver to the Trustee a certificate to that effect and stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable pursuant to the terms of the Registration Rights Agreement. Unless and until a Responsible Officer of the Trustee receives such a certificate, the Trustee may assume without inquiry that no Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee a certificate setting forth the particulars of such payment. Each payment of the principal of and interest, Special Interest, Additional Amounts and Additional Interest, if any, on the Notes due in cash shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Subject to Section 4.1 and Section 5.1, the Company shall pay interest, Additional Amounts and Additional Interest, if any, on the Notes to the Person in whose name the Notes are registered at the close of business on the Regular Record Date next preceding the corresponding Interest Payment Date. Any such interest, Additional Amounts and Additional Interest, if any, not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may be paid (a) to the Person in whose name the Notes are registered at the close of business on a Special Record Date for the payment of such defaulted interest, Additional Amounts and Additional Interest, if any, to be fixed by the Trustee, notice whereof shall be given to the Holders not less than 10 calendar days prior to such Special Record Date or (b) at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange. In addition to any other payment required by the Notes and this Indenture, the Company shall make a one-time payment (a “Special Interest Payment”), as special interest (“Special Interest”), in an amount equal to 4% of the principal amount of the Notes outstanding as of the Special Interest Record Date. The Special Interest Payment shall be paid to the Person in whose name the Notes are registered at the close of business on a special interest payment record date (“Special Interest Payment Record Date”) for the payment of such Special Interest, which shall be four business days after the Acquisition Date. The Special Interest Payment shall be payable five business days after the completion of the Company’s acquisition of InfrastruX Group, Inc. (the “Acquisition Date”). On or prior to the Acquisition Date, the Company shall deliver to the Trustee a certificate stating the amount of Special Interest that is payable pursuant to this Section 6.1 and the date on which Special Interest is payable. The Holder must surrender the Notes to the Paying Agent to collect payment of principal. Payment of cash interest, Additional Amounts and Additional Interest, if any, on Certificated Securities in the aggregate principal amount of $5,000,000 or less shall be made by check mailed to the address of the Person entitled thereto as such address appears in the Register, and payment of cash interest, Additional Amounts and Additional Interest, if any, on Certificated Securities in aggregate principal amount in excess of $5,000,000 shall be made by wire transfer in immediately available funds at the election of such Holder. Notwithstanding the foregoing, so long as the Notes are registered in the name of a Depositary or its nominee, all payments with respect to the Notes shall be made by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company account of the Depositary or its nominee. At the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder Stated Maturity, interest, Additional Amounts and Additional Interest, if any, on or prior to the applicable record date. All other payments on Notes Certificated Securities will be made payable at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth described in the register of HoldersSection 6.5.

Payment of Notes. The Company shall will pay or cause to be paid the principal of or of, premium, if any, Additional and interest and Special Interest, if any, or interest on on, the Notes on the dates, at the location dates and in the manner provided in this Indenture and the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional Special Interest, if any, shall any will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereofthereof or Parent, holds as of 11:00 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interest, if any, or and interest on the Notes then due. The Company shall will pay all Additional Special Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the NotesAgreement. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the then applicable interest rate on the Notes; it shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, Special Interest (without regard to any applicable grace period) from time to time on demand at the same interest rate on the Notes to the extent lawful. The Company shall make all interestwill be responsible for making calculations called for under the Notes, including but not limited to determination of redemption price, premium, if any, Additional Interest, if anyand any additional amounts or other amounts payable on the Notes. The Company will make the calculations in good faith. The Company will provide a schedule of its calculations to the Trustee when requested by the Trustee, and principal payments by wire transfer the Trustee is entitled to rely conclusively on the accuracy of immediately available funds the Company’s calculations without independent verification. If Special Interest is payable on the Notes, the Company shall provide an Officer’s Certificate to the Trustee on or before the record date for each interest payment date such Special Interest is payable setting forth the amount of such Special Interest in reasonable detail. The Trustee may provide a copy of such Officer’s Certificate or other notice received from the Company relating to Special Interest to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holdersupon request.

Payment of Notes. The Company Issuers shall pay or cause to be paid the principal of or of, premium, if any, interest and Additional Interest, if any, or interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, interest and Additional Interest, if any, shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 a.m. Eastern Time a.m., New York City time, on the due date money deposited by the Company an Issuer or a Guarantor in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, interest and Additional Interest, if any, or interest on the Notes then due. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company Issuers shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the then applicable rate equal to the interest rate on the NotesNotes to the extent lawful; it and they shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, any (without regard to any applicable grace period) from time to time on demand ), at the same rate to the extent lawful. The Company shall make all interest, premium, if any, notify the Trustee of the amounts and payment dates of any Additional Interest that may become payable under any Registration Rights Agreement no later than the proposed payment date for the Additional Interest. The Trustee shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions or with respect to the Company nature, extent, or calculation of the Paying Agent to make such payments by wire transfer pursuant amount of Additional Interest owed, or with respect to the wire transfer instructions supplied to the Company or the Paying Agent by method employed in such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency calculation of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of HoldersAdditional Interest.

Payment of Notes. The Company shall will pay or cause to be paid the principal of or premiumof, premium (including the Applicable Premium), if any, Additional Interestand interest on, if any, or interest on the Notes on the dates, at the location dates and in the manner provided in this Indenture and the Notes and this IndentureNotes. Principal, premiumpremium (including the Applicable Premium), if any, interest and Additional Interest, if any, shall any amount payable in cash will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds holds, as of 11:00 10:00 a.m. Eastern Time on the due date date, money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or premiumprincipal, if any, Additional Interest, if any, or interest on the Notes then due. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall pay interest premium (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the then applicable interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional InterestApplicable Premium), if any, and principal payments by wire transfer interest then due. An installment of immediately available funds to any Holder who PIK Interest shall have given written directions to be considered paid on the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder due date if, on or prior to the applicable record such date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless , the Company elects to make interest payments by check mailed has issued an Authentication Order to the Holders at their address set forth Trustee to increase the principal amount of Notes then outstanding or to authenticate and deliver PIK Notes in the required amount. The Trustee shall endorse any such principal increase on any Global Note and shall instruct the Registrar to reflect the increase in the principal amount of all Notes then outstanding in the register of HoldersNotes. No later than five (5) Business Days prior to any Interest Payment Date on which the Company is to pay PIK Interest, the Company shall deliver to the Trustee and the Paying Agent (if other than the Trustee) (i) to the extent the Company is prohibited from increasing the balance on any Note by the rules of the Depository (with respect to Global Notes) or law, the required amount of new PIK Notes and an Authentication Order to authenticate and deliver such PIK Notes or (ii) an Authentication Order to increase the outstanding principal amount of all outstanding Notes by the required amount (subject to the paragraph immediately below), such increase to be reflected by the Registrar in the register of Notes. Notwithstanding anything in this Indenture or Section 4.01 to the contrary, PIK Interest that is payable on any Interest Payment Date with respect to any Note (whether represented by a Global Note or a Certificated Note) shall be equal to the product of (x) the Unit PIK Interest Amount multiplied by (y) the number of units of Stapled Securities contained in the Global Stapled Security or certificated Stapled Security to which such Note is attached.

Payment of Notes. The Company shall pay or cause to be paid the principal of or of, and premium, if any, Additional Interestand interest on, if any, or interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and in this Indenture. Principal, premium, if any, premium and interest and Additional Interest, if any, shall be considered paid on the date due if on such date the Trustee or the Paying Agent, if other than the Company or a Subsidiary thereof, Agent holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or premiumthe principal, if anypremium and interest due on such date. Interest (including, without limitation, Additional Interest, if any, or interest ) on the Notes then dueshall be computed on the basis of a 360-day year comprised of twelve 30-day months. The Trustee shall have no responsibility to monitor whether Additional Interest is due and payable or to calculate the amount of any Additional Interest which may become due and payable. Unless otherwise provided in the applicable Registration Rights Agreement, the Company shall pay all Additional Interest, if any, in the same manner manner, at the same times and to the same Persons as interest otherwise payable on the dates Notes entitled to receive such Additional Interest. Additional Interest, if any, shall be payable under the circumstances and at the rate specified in the amounts set forth in the applicable Registration Rights Agreement, which Registration Rights Agreement at may provide for the location specified in payment of Additional Interest on some, but not all, of the Notes. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue the principal of and premium, if any, from time to time on demand on, and may pay interest on, any Certificated Notes at the then applicable interest rate office or agency maintained by the Company for such purpose in the United States of America as required by Section 4.02, upon surrender of such Certificated Notes by the Holders thereof at such office or agency. Interest on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional InterestCertificated Notes may also be paid, if any, (without regard to any applicable grace period) from time to time on demand at the same rate Company’s option, by check mailed to the extent lawfuladdresses of the Holders entitled thereto appearing in the registry books of the Registrar or by wire transfer to accounts in the United States of America specified by such Holders. The Company shall make all interestwill pay principal of, and premium, if any, Additional Interestand interest on, Global Notes registered in the name of the Depositary or its nominee in immediately available funds to the Depositary or its nominee, as the case may be, as the Holder of such Global Note. The Company will pay interest on overdue principal of, and, to the extent permitted by applicable law, on overdue premium, if any, and principal payments by wire transfer overdue installments of immediately available funds to any Holder who shall have given written directions interest on, the Notes at a per annum rate equal to the Company interest per annum otherwise borne by the Notes, to, but excluding, the date on which such overdue principal, premium or interest, as the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company case may be, is considered paid or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth provided for as provided in the register first paragraph of Holdersthis Section 4.01 or is otherwise paid or provided for.

Payment of Notes. The Company shall Issuer will pay or cause to be paid the principal of or premiumof, premium on, if any, Additional Interest, if any, or and interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional Interest, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company Issuer or a Subsidiary thereofof the Issuer, holds as of 11:00 a.m. Eastern Time 10:00 a.m., New York City time, on the due date money deposited by the Company Issuer in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, and interest, if any, then due. All references in this Indenture or the Notes to “interest” shall be deemed to include Additional Interest, if any, or interest on unless the Notes then duecontext requires otherwise. The Company shall Issuer will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the applicable Registration Rights Agreement at the location specified in the NotesAgreement. The Company shall Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at a rate that is equal to time on demand at the then applicable interest rate on the NotesNotes to the extent lawful; it shall the Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand ), at the same rate to the extent lawful. The Company Issuer may at any time, for the purpose of obtaining satisfaction and discharge with respect to the Notes or for any other purpose, pay, or direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or such Paying Agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall make be released from all interestfurther liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium, if any, Additional Interestor interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and principal payments by wire transfer of immediately available funds to any Holder who payable shall have given written directions be paid to the Company Issuer on its request, or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such payments by wire transfer pursuant repayment, shall, at the expense of the Issuer, cause to be published once, in The New York Times or The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of HoldersIssuer.

Payment of Notes. The Company Issuer shall pay or cause have caused the Trustee to establish an account (the “Trustee Account”) to be paid maintained by the principal Trustee for the benefit of or premium, if any, Additional Interest, if any, or the Holders with respect to payments of interest on the Notes 2017 A Notes, over which the Trustee shall have sole control and dominion. Interest on the dates2017 A Notes will accrue, at and be payable by or on behalf of the location and in Issuer to the manner Trustee, daily; provided in that the Notes and this Indenture. Principal, premium, if any, interest and Additional Interest, if any, shall be considered paid failure by the Issuer to make or have made any such daily payment to the Trustee on the date due if the Paying Agent, if any day will not constitute a Default so long as (a) (x) no payment or other than transfer by the Company or a Subsidiary thereof, holds as any of 11:00 a.m. Eastern Time its Restricted Subsidiaries shall have been made on such day under the due date money Cash Management Arrangements or (y) the amount of funds on deposit in the Trustee Account on such day is equal to the amount of interest which has accrued up to and including such day and (b) on each Interest Payment Date the aggregate amount of funds deposited by in the Company in immediately available funds and designated for and Trustee Account is sufficient to pay all principal the aggregate amount of or premium, if any, Additional Interest, if any, or interest on the 2017 A Notes then duethat is payable by the Trustee to Holders of 2017 A Notes on such Interest Payment Date; provided further, however, that payments of interest shall only be deemed to be overdue to the extent that the aggregate amount of funds deposited in the Trustee Account is not sufficient to pay the aggregate amount of interest on the 2017 A Notes that is payable by the Trustee to Holders on the applicable Interest Payment Date. The Company Issuer or any Guarantor will not be the legal owners of the funds on deposit in the Trustee Account. Such amounts may be in cash in U.S. dollars, in Government Securities or in a combination thereof. Any interest earned on Government Securities held in the Trustee Account will be applied to pay fees and expenses of the Trustee and, to the extent of any excess, returned to the Company. Upon the making by or on behalf of the Issuer of any payment into the Trustee Account, the Issuer’s obligation to pay accrued interest shall be discharged to the extent of the amount so paid. If the Trustee fails to make an interest payment on the 2017 A Notes but the Issuer has deposited the funds with the Trustee, it will not be a Default. Unless otherwise expressly requested in writing by the Issuer, the amounts in the Trustee Account shall be held in cash in U.S. dollars. The Issuer shall pay all Additional Special Interest, if any, in the same manner on the dates and in the amounts set forth in the 2017 A Registration Rights Agreement at the location specified in the NotesAgreement. The Company Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at the rate equal to time on demand at 1.0% per annum in excess of the then applicable interest rate on the Notes2017 A Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, Special Interest (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company Trustee shall make all interestpay or cause to be paid the aggregate amount of interest payable on the 2017 A Notes on the dates and in the manner provided in the 2017 A Notes. Principal, premium, if any, Additional Special Interest, if any, and principal payments interest shall be considered paid on the date due if the Trustee holds as of noon Eastern Time on the Interest Payment Date money deposited by wire transfer of the Issuer in immediately available funds and designated for and sufficient to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record datepay all principal, premium, if any, and interest then due. All other payments on Notes will If an Interest Payment Date is not a Business Day, payment may be made at on the office next succeeding day that is a Business Day, and no additional interest or agency other amounts shall be payable in respect of the Paying Agent and Registrar within the City and State interest period for which such payment is made as a result of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register such extension of Holderstime.

Payment of Notes. The Company shall pay or cause to be paid the principal of or of, premium, if any, and interest and Additional Interest, if any, or interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional Interest, if any, shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 10:00 a.m. Eastern Time New York City time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, and interest and Additional Interest, if any, or interest on the Notes then due. The Company shall pay all Additional Interest, if any, in the same manner manner, on the dates and in the amounts set forth in the Registration Rights Agreement at Agreement, the location specified in the NotesNotes and this Indenture. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in excess of the rate then applicable interest rate on the Notesin effect; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace periodperiods) from time to time on demand at the same rate to the extent lawful. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The Company shall make all interestpayments of principal, premium, if any, and interest and Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will may be made presented for payment at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make York. Payments in respect of Notes represented by a Global Note (including principal, premium, if any, and interest payments and Additional Interest, if any) shall be made by check mailed wire transfer of immediately available funds to the Holders at their address set forth in the register of Holdersaccounts specified by DTC.

Payment of Notes. The Company shall Issuer will pay or cause to be paid the principal of or premiumof, premium on, if any, interest and Additional InterestAmounts, if any, or interest on on, the Notes on the dates, at the location dates and in the manner provided in the Notes and this Indenture. Principal, premium, if any, interest and Additional InterestAmounts, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company Issuer or a Subsidiary thereofof the Issuer, holds as of 11:00 10:00 a.m. Eastern Time on (London time) one Business Day prior to the due date money deposited by the Company Issuer in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, and interest and Additional InterestAmounts, if any, or interest on the Notes then due. The Company shall pay all Additional InterestIf the Issuer or any of its Subsidiaries acts as Paying Agent, principal, premium, if any, interest and Additional Amounts, if any, will be considered paid on the due date if the entity acting as Paying Agent complies with Section 2.04 hereof. Principal of, interest, premium and Additional Amounts, if any, on the Notes will be payable at the corporate trust office or agency of the Paying Agent maintained in the same manner City of London, for such purposes. All payments on the dates Global Notes will be made by transfer of immediately available funds to an account of the Holder of the Global Notes in accordance with instructions given by that Holder. Principal of, interest, premium and in the amounts set forth in the Registration Rights Agreement Additional Amounts, if any, on any Definitive Notes will be payable at the corporate trust office or agency of any Paying Agent in any location specified in required to be maintained for such purposes pursuant to Section 2.03 hereof. In addition, interest on Definitive Notes may be paid by check mailed to the person entitled thereto as shown on the Register for such Definitive Notes. The Company shall Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum higher than the then applicable interest rate on the Notes; it shall Notes to the extent lawful. The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional InterestAmounts, if any, any (without regard to any applicable grace period) from time to time on demand ), at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders.

Payment of Notes. The Company shall pay or cause to be paid the principal of or premium, if any, Additional Interest, if any, or and interest on the Notes on the dates, at the location dates and in the manner provided in the Notes Notes. Principal and this Indenture. Principal, premium, if any, interest and Additional Interest, if any, shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal and interest then due; provided, however, that with respect to payments of or premiuminterest due on any of the first 12 Interest Payment Dates, the Company may elect, by delivery of an Officer's Certificate to the Trustee no later than thirty (30) days prior to the relevant Interest Payment Date, to defer the payment of interest due on such Interest Payment Date until the Maturity Date ("Interest Deferral"); provided, further, that during any period in which Deferred Interest remains unpaid, supplemental interest shall accrue thereon at a rate per annum equal to eight percent (8%) ("Compounded Interest"). If the Company elects to make an Interest Deferral, the Company shall deliver to the Trustee and the Holders at least thirty (30) days prior to the relevant Interest Payment Date, notice, in the form of an Officer's Certificate, stating (i) that the Company has elected to make an Interest Deferral, (ii) and the amount of interest for each $1,000 in aggregate principal amount of Notes to be deferred; (iii) the amount of Compounded Interest accrued to such Interest Payment Date per $1,000 aggregate principal amount of Notes due to prior Interest Deferrals, if any, Additional Interest, if any, or interest and (iv) that all Deferred Interest and Compounded Interest is due on the Notes then dueMaturity Date. The Notwithstanding the foregoing, the Company shall pay all Additional Interest, if any, in not be entitled to make any Interest Deferral on or after the same manner on 12th Interest Payment Date after the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the NotesIssue Date. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at the rate equal to time on demand at 2% per annum in excess of the then applicable interest rate on the NotesNotes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency For purposes of the Paying Agent and Registrar within foregoing, interest that is subject to an Interest Deferral in accordance with the City and State preceding paragraph shall not considered an "overdue installment of New York interest" unless such interest shall not be paid on the Company elects to make Maturity Date, in which case, such interest payments by check mailed to shall be considered an overdue installment of interest from but excluding the Holders at their address set forth in the register of HoldersMaturity Date.

Payment of Notes. The Company shall will pay or cause to be paid the principal of or premiumof, premium on, if any, and interest and Additional Interest, if any, or interest on on, the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional Interest, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 10:00 a.m. Eastern Time (New York City Time) on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interestand interest, if any, or interest on the Notes then due. The Company shall will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the NotesAgreement. The Company shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% higher than the then applicable interest rate on the NotesNotes to the extent lawful; it shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, any (without regard to any applicable grace period) from time to time on demand ), at the same rate to the extent lawful. The Company shall make all interestIn the event that the Issuer is required to pay Additional Interest to Holders pursuant to the Registration Rights Agreement, premium, if any, the Issuer will provide written notice (“Additional Interest Notice”) to the Trustee of its obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, if any, and principal payments the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by wire transfer of immediately available funds the Issuer on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder who shall have given written directions to determine the Additional Interest, or with respect to the Company nature, extent, or calculation of the Paying Agent to make such payments by wire transfer pursuant amount of Additional Interest owed, or with respect to the wire transfer instructions supplied to the Company or the Paying Agent by method employed in such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency calculation of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of HoldersAdditional Interest.

Payment of Notes. The Company shall Issuer will pay or cause to be paid the principal of or of, premium, if any, Additional Intereston, and interest, if any, or interest on on, the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, interest and Additional Interestinterest, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company Issuer or a Subsidiary thereofof the Company, holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Company Issuer in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interestand interest, if any, or interest on the Notes then due. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at a rate that is equal to time on demand at the then applicable interest rate on the NotesNotes of the applicable series to the extent lawful; it shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interestinterest, if any, any (without regard to any applicable grace period) from time to time on demand ), at the same rate to the extent lawful. The Company may at any time, for the purpose of obtaining satisfaction and discharge with respect to the Notes or for any other purpose, pay, or direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall make be released from all interestfurther liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, Additional Interestor interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and principal payments by wire transfer of immediately available funds to any Holder who payable shall have given written directions be paid to the Company on its request, or (if then held by the Paying Agent to make Company) shall be discharged from such payments by wire transfer pursuant to trust; and the wire transfer instructions supplied Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or the such Paying Agent by with respect to such Holder on trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or prior such Paying Agent, before being required to make any such repayment, shall, at the expense of the Company, cause to be published once, in The New York Times or The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of HoldersCompany.

Payment of Notes. The Company shall will pay or cause to be paid the principal of or of, premium, if any, and interest and Additional InterestAmounts, if any, or interest on on, the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional InterestAmounts, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company Company, the Parent or a any other Restricted Subsidiary thereof, holds as of 11:00 a.m. Eastern Time on 5:00 p.m. (London time) one Business Day prior to the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, and interest and Additional InterestAmounts, if any, or interest on the Notes then due. The Not later than 5:00 p.m. (London time) on the second Business Day immediately preceding each payment date, the Company shall pay all Additional Interestconfirm such payment, or procure confirmations by a tested telex or authenticated SWIFT message from the bank making such payment to the Paying Agent. For the avoidance of doubt, the Paying Agent shall only be obliged to remit money to Holders if any, in it has actually received such money from the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the NotesCompany. The Company shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at the rate equal to time on demand at the then applicable interest rate on the NotesNotes to the extent lawful; it shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional InterestAmounts, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interestAn installment of principal or interest will be considered paid on the date due if the Paying Agent, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to other than the Company or any Affiliate of the Company, holds on that date money designated for and sufficient to pay the installment. If the Company or any Affiliate of the Company acts as Paying Agent, an installment of principal or interest will be considered paid on the due date only if paid to the Holders. Anything in this Section 4.01 to the contrary notwithstanding, the Company may at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent hereunder, as required by this Section 4.01 and such sums shall be held by the Trustee. If the Paying Agent to make such payments by wire transfer pursuant shall pay all sums held in trust to the wire transfer instructions supplied to the Company or Trustee as required under this Section 4.01, the Paying Agent by such Holder on or prior shall have no further liability for the money so paid over to the applicable record dateTrustee. All other payments on Notes will be made at the office or agency of the The Paying Agent and Registrar within the City and State of New York unless the Company elects shall not be bound to make interest payments by check mailed any payment until it has received the full amount due to be paid to it pursuant to this Section 4.01. Anything in this Section 4.01 to the Holders at their address set forth contrary notwithstanding, the agreements to hold sums as provided in this Section 4.01 are subject to the register provisions of Holders8.06.

Payment of Notes. The Company shall will pay or cause to be paid the principal of or premiumof, premium on, if any, Additional and interest and Special Interest, if any, or interest on on, the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional Special Interest, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interestand interest, if any, or interest on the Notes then due. The Company shall will pay all Additional Special Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at Agreement. Special Interest will be payable in arrears on each Interest Payment Date following accrual in the location specified in same manner as regular interest on the Notes. If Special Interest is payable on the Notes, the Company shall provide an Officer’s Certificate to the Trustee on or before the record date for each Interest Payment Date such Special Interest is payable setting forth the accrual period and the amount of such Special Interest in reasonable detail. The Trustee may provide a copy of such Officer’s Certificate or other notice received from the Company relating to Special Interest to any Holder upon request. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Special Interest is payable. The Company shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% higher than the then applicable interest rate on the NotesNotes to the extent lawful; it shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Special Interest, if any, any (without regard to any applicable grace period) from time to time on demand ), at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders.

Payment of Notes. The Company shall pay or cause to be paid the principal of or of, premium, if any, and interest and Additional Interest, if any, or interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional Interest, if any, shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, and interest and Additional Interest, if any, or interest on the Notes then due. The Company shall pay all Additional InterestIf the maturity date, Interest Payment Date or any other payment date of the Notes falls on a day that is not a Business Day, the required payment of principal, premium, if any, in the same manner and interest will be made on the dates next succeeding Business Day as if made on the date such payment was due, and in no interest will accrue on such payment for the amounts set forth in period from and after the Registration Rights Agreement at maturity date to the location specified in date of such payment on the Notesnext succeeding Business Day. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at the rate equal to time on demand at 1% per annum in excess of the then applicable interest rate on the NotesNotes to the extent lawful; if applicable, it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. If Additional Interest is payable on the Notes, the Company shall make all interest, premium, if any, provide an Officers’ Certificate to the Trustee on or before the record date for each Interest Payment Date such Additional Interest, if any, Interest is payable setting forth the accrual period and principal payments by wire transfer the amount of immediately available funds such Additional Interest in reasonable detail. The Trustee may provide a copy of such Officers’ Certificate or other notice received from the Company relating to Additional Interest to any Holder who shall have given written directions upon request. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company or the Paying Agent to make such payments by wire transfer pursuant shall deliver to the wire transfer instructions supplied to Trustee an Officers’ Certificate setting forth the Company or the Paying Agent by particulars of such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holderspayment.

Payment of Notes. The Company shall will pay or cause to be paid the principal of or premiumof, premium on, if any, and interest and Additional Interest, if any, or interest on on, the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional Interest, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interestand interest, if any, or interest on the Notes then due. The Company shall will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the NotesAgreement. The Company shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% higher than the then applicable interest rate on the NotesNotes to the extent lawful; it shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, any (without regard to any applicable grace period) from time to time on demand ), at the same rate to the extent lawful. The Company shall make all interestIn the event that the Issuer is required to pay Additional Interest to Holders pursuant to the Registration Rights Agreement, premium, if any, the Issuer will provide written notice (“Additional Interest Notice”) to the Trustee of its obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, if any, and principal payments the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by wire transfer of immediately available funds the Issuer on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder who shall have given written directions to determine the Additional Interest, or with respect to the Company nature, extent, or calculation of the Paying Agent to make such payments by wire transfer pursuant amount of Additional Interest owed, or with respect to the wire transfer instructions supplied to the Company or the Paying Agent by method employed in such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency calculation of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of HoldersAdditional Interest.

Payment of Notes. The Company shall pay or cause to be paid the principal of or premiuminterest (including Contingent Interest, if any) on the Notes as provided in the Notes. The Company shall promptly make all payments in respect of the Notes on the dates and in the manner provided in the Notes or pursuant to this Indenture. Principal, Redemption Price, Purchase Price and Fundamental Change Purchase Price and accrued and unpaid interest (including Contingent Interest, if any) shall be considered paid on the applicable date due if by 10:00 a.m., Eastern Standard time, on such date the Paying Agent holds, in accordance with this Indenture, cash sufficient to pay all such amounts then due. The Company shall, to the fullest extent permitted by law, pay interest on overdue principal and overdue installments of interest (including Contingent Interest, if any) at the rate borne by the Notes per annum. In addition, pursuant to the Registration Rights Agreement, the Company shall pay Additional Interest, if any, or interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this Indenture, including as set forth in Section 6.9 hereof. Principal, premium, if any, Payment of the principal of and interest (including Contingent Interest and Additional Interest, if any, shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or premium, if any, Additional Interest, if any, or interest ) on the Notes then due. The Company shall pay all Additional Interest, if any, be in such coin or currency of the same manner on the dates and in the amounts set forth in the Registration Rights Agreement United States of America as at the location specified in time of payment is legal tender for payment of public and private debts. Subject to Section 4.1 and Section 5.1, the Notes. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the then applicable interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest Contingent Interest and Additional Interest, if any, (without regard ) on the Notes to any applicable grace period) from time to time on demand the Person in whose name the Notes are registered at the same rate to close of business on the extent lawfulRecord Date next preceding the corresponding Interest Payment Date. The Company shall make all interest, premium, if any, Any such interest (including Contingent Interest and Additional Interest, if any) not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Record Date and may be paid (a) to the Person in whose name the Notes are registered at the close of business on a special record date ("SPECIAL RECORD DATE") for the payment of such defaulted interest (including Contingent Interest and Additional Interest, if any) to be fixed by the Trustee, notice whereof shall be given to the Holders not less than 10 days prior to such Special Record Date or (b) at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange. The Holder must surrender the Notes to the Paying Agent to collect payment of principal. Payment of cash interest (including Contingent Interest and Additional Interest, if any) on Certificated Notes in the aggregate principal amount of $5,000,000 or less shall be made by check mailed to the address of the Person entitled thereto as such address appears in the Register, and payment of cash interest (including Contingent Interest and Additional Interest, if any) on Certificated Notes in aggregate principal amount in excess of $5,000,000 shall be made by wire transfer in immediately available funds at the election of such Holder if requested in writing at least 10 Business Days prior to the relevant Interest Payment Date and otherwise by check mailed as aforesaid. Notwithstanding the foregoing, so long as the Notes are registered in the name of a Depositary or its nominee, all payments with respect to the Notes shall be made by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company account of the Depositary or its nominee. At the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder Stated Maturity, interest (including Contingent Interest and Additional Interest, if any) on or prior to the applicable record date. All other payments on Certificated Notes will be made payable at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth described in the register of HoldersSection 6.5 herein.

Payment of Notes. The Company shall pay or cause to be paid the principal promptly make all payments in respect of or premium, if any, Additional Interest, if any, or interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and or pursuant to this Indenture. PrincipalThe Company may, premiumat its option, make payments in respect of the Notes by check mailed to a Holder’s registered address (or, if anyrequested by a Holder of more than $1,000,000 principal amount of the Notes, by wire transfer in immediately available funds to that Holder’s account within the United States designated by such Holder in written notice to the Registrar by the Close of Business on the Regular Record Date or other record date relating to such payment, which notice shall remain effective until withdrawn by such Holder in a subsequent written notice to the Registrar) or, with respect to Global Notes, by wire transfer in immediately available funds. The Company shall make any required interest (including any Additional Interest) payments to the Person in whose name each Note is registered at the Close of Business on the Regular Record Date for such interest payment. The Company shall, on or before each due date of the principal (including the Redemption Price, if applicable, and the Fundamental Change Repurchase Price, if applicable) of, the Interest Make-Whole Premium, if applicable, or accrued and unpaid interest, including Additional Interest, if any, on, the Notes or each date when delivery of shares of Common Stock and cash in lieu of any fractional shares of Common Stock are due upon conversion of a Note, as applicable, deposit with the Paying Agent or the Conversion Agent, as applicable, a sum sufficient to pay such principal (including the Redemption Price, if applicable, or the Fundamental Change Repurchase Price, if applicable), the Interest Make-Whole Premium, if applicable, or accrued and unpaid interest, including Additional Interest, if any, and such settlement obligations upon conversion, and (unless such Paying Agent or such Conversion Agent, as applicable, is the Trustee) the Company will promptly notify the Trustee in writing of any failure to take such action; provided that if such deposit is made on the applicable due date, such deposit must be received by the Paying Agent no later than 10:00 a.m., New York City time, on such date. If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Redemption Price, if applicable, and the Fundamental Change Repurchase Price, if applicable) of, the Interest Make-Whole Premium, if applicable, and accrued and unpaid interest, including Additional Interest, if any, on, the Notes, set aside, segregate and hold in trust as provided in Section 2.04 for the benefit of the Holders of the Notes a sum sufficient to pay such principal (including the Redemption Price, if applicable, and the Fundamental Change Repurchase Price, if applicable), the Interest Make-Whole Premium, if applicable, and accrued and unpaid interest so becoming due and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company to make any payment of the principal (including the Redemption Price, if applicable, and the Fundamental Change Repurchase Price, if applicable) of, the Interest Make-Whole Premium, if applicable, or accrued and unpaid interest, including Additional Interest, if any, on, the Notes when the same shall become due and payable. The principal, accrued and unpaid interest (including Additional Interest), if any, the Interest Make-Whole Premium, if applicable, the Fundamental Change Repurchase Price, if applicable, or the Redemption Price, if applicable, of the Notes being repaid, repurchased or redeemed, if applicable, shall be considered paid on the applicable date due if on such date the Trustee or the Paying AgentAgent holds, if other than in accordance with the Company or a Subsidiary thereofforegoing provisions of this Section 4.01, holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and cash sufficient to pay all principal of or premium, if any, Additional Interest, if any, or interest on the Notes such amounts then due. The Company Nothing herein shall pay all Additional Interest, if any, in preclude the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall pay interest (including post-petition interest in withholding of any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time taxes required by law to time on demand at the then applicable interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company be withheld or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holdersdeducted.

Payment of Notes. The Company shall pay or cause to be paid the principal of or premiumof, interest on and Premium, if any, Additional Interestand Break Amount, if any, or interest on with respect to, the Notes on the dates, at the location dates and in the manner provided in the Notes this Indenture and this Indenture. Principal, premium, if any, interest and Additional Interest, if any, shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or premium, if any, Additional Interest, if any, or interest on the Notes then due. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall pay will, on or before each due date for the payment of the principal of, interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premiumon, Premium, if any, from time to time on demand at the then applicable interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interestor Break Amount, if any, (without regard due under any of the Notes, deposit with the Trustee payments sufficient to any applicable grace period) from time to time on demand at pay the same rate to the extent lawful. The Company shall make all principal, interest, premiumPremium, if any, Additional Interestor Break Amount, if any, so becoming due, and the Trustee shall immediately deposit all such payments in the Collection Account. The principal of, interest on, Premium, if any, Break Amount, if any, and principal payments other amounts due under any of the Notes or hereunder will be payable in Dollars by wire transfer of immediately available funds to any Holder who shall have given written directions not later than 12:30 p.m., New York time, on the due date of payment to the Company or Trustee at the Corporate Trust Office for distribution in the manner provided herein. The Trustee will make funds deposited in the Collection Account on a Distribution Date and required to be distributed to Noteholders pursuant to Section 3.2 available to the Paying Agent to make for such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the distribution. The Paying Agent by such Holder on or prior shall distribute amounts payable to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments each Noteholder by check mailed to the Holders such Noteholder at their its address set forth appearing in the register Register, except that with respect to Notes registered on the applicable Record Date in the name of Holdersa Clearing Agency (or its nominee), such distribution shall be made by wire transfer in immediately available funds to the account designated by such Clearing Agency (or such nominee). The Company shall not have any responsibility for the distribution of such payments to any Noteholder. Any payment made hereunder shall be made without any presentment or surrender of any Notes, except that, in the case of the final payment in respect of any Note, such Note shall be surrendered to the Paying Agent for cancellation against receipt of such payment.

Payment of Notes. The Company shall will pay or cause to be paid the principal of or of, premium, if any, and interest and Additional InterestAmounts, if any, or interest on on, the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional InterestAmounts, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company Company, the Parent or a any other Restricted Subsidiary thereof, holds as of 11:00 a.m. Eastern Time on 5:00 p.m. (London time) one Business Day prior to the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, and interest and Additional InterestAmounts, if any, or interest on the Notes then due. The Not later than 5:00 p.m. (London time) on the second Business Day immediately preceding each payment date, the Company shall pay all Additional Interestconfirm such payment, or procure confirmations by an e-mail or fax message from the bank making such payment to the Paying Agent. For the avoidance of doubt, the Paying Agent shall only be obliged to remit money to Holders if any, in it has actually received such money from the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the NotesCompany. The Company shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at the rate equal to time on demand at the then applicable interest rate on the NotesNotes to the extent lawful; it shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional InterestAmounts, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interestAn installment of principal or interest will be considered paid on the date due if the Paying Agent, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to other than the Company or any Affiliate of the Company, holds on that date money designated for and sufficient to pay the installment. If the Company or any Affiliate of the Company acts as Paying Agent, an installment of principal or interest will be considered paid on the due date only if paid to the Holders. Anything in this Section 4.01 to the contrary notwithstanding, the Company may at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent hereunder, as required by this Section 4.01 and such sums shall be held by the Trustee. If the Paying Agent to make such payments by wire transfer pursuant shall pay all sums held in trust to the wire transfer instructions supplied to the Company or Trustee as required under this Section 4.01, the Paying Agent by such Holder on or prior shall have no further liability for the money so paid over to the applicable record dateTrustee. All other payments on Notes will be made at the office or agency of the The Paying Agent and Registrar within the City and State of New York unless the Company elects shall not be bound to make interest payments by check mailed any payment until it has received the full amount due to be paid to it pursuant to this Section 4.01. Anything in this Section 4.01 to the Holders at their address set forth contrary notwithstanding, the agreements to hold sums as provided in this Section 4.01 are subject to the register provisions of Holders8.06.

Payment of Notes. The Company shall will pay or cause to be paid the principal of or of, premium, if any, and interest and Additional Interest, if any, or interest on on, the Notes on the dates, at the location dates and in the manner provided in this Indenture and the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional Interest, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 a.m. Eastern Time New York City time, on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, and interest and Additional Interest, if any, or interest on the Notes then due. Such Paying Agent will return to the Company promptly, and in any event, no later than five Business Days following the date of payment, any money (including accrued interest and Additional Interest, if any) that exceeds such amount of principal, premium, if any, and interest and Additional Interest, if any, paid on the Notes. The Company shall will pay all Additional Interest, if any, in the same manner manner, on the dates and in the amounts set forth in the Registration Rights Agreement Agreement, the Notes and this Indenture. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the location specified in next succeeding day that is not a Legal Holiday, and no interest or Additional Interest, if any, will accrue on such payment for the Notesintervening period. The Company shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate equal to the then applicable interest rate on the NotesNotes to the extent lawful; it shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, any (without regard to any applicable grace period) periods), from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Interest and Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at computed on the office or agency basis of the Paying Agent and Registrar within the City and State a 360-day year of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holderstwelve 30-day months.

Payment of Notes. The Company shall pay or cause to be paid the principal of or premium, if any, and interest and Additional Interest, if any, or interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional Interest, if any, shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 a.m. Eastern Time (New York City time) on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or premium, if any, and interest and Additional Interest, if any, or interest on the Notes then due. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the a Registration Rights Agreement at the location specified in the NotesAgreement. The Company shall pay interest (including post-post petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at the rate equal to time on demand at 1% per annum in excess of the then applicable interest rate on the NotesNotes to the extent lawful; it they shall pay interest (including post-post petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, Interest (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder effect and reasonably satisfactory on or prior to the applicable record date. All other payments on Notes will shall be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders. Payments in respect of Notes represented by a Global Note (including interest, premium, if any, Additional Interest, if any, and principal payments) shall be made by wire transfer of immediately available funds to the accounts specified by DTC.

Payment of Notes. The Company shall will pay or cause to be paid the principal of or of, premium, if any, Additional Intereston, and interest, if any, or interest on on, the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, interest and Additional Interestinterest, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereofof the Company, holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interestand interest, if any, or interest on the Notes then due. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at a rate that is equal to time on demand at the then applicable interest rate on the NotesNotes plus 2.000% to the extent lawful; it shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interestinterest, if any, any (without regard after giving effect to any the applicable grace period) from time to time on demand period in Section 6.01(b)), at the same rate to the extent lawful. The Company may at any time, for the purpose of obtaining satisfaction and discharge with respect to the Notes or for any other purpose, pay, or direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall make be released from all interestfurther liability with respect to such money. Subject to any applicable abandoned property law, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, Additional Interestor interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and principal payments by wire transfer of immediately available funds to any Holder who payable shall have given written directions be paid to the Company on its request, or (if then held by the Paying Agent to make Company) shall be discharged from such payments by wire transfer pursuant to trust; and the wire transfer instructions supplied Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or the such Paying Agent by with respect to such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency trust money, and all liability of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holdersas trustee thereof, shall thereupon cease.

Payment of Notes. The Company shall will pay or cause to be paid the principal of or premiumof, if any, Additional Interest, if any, or interest on the Notes on the dates, at the location and in the manner provided in the Notes and this Indenture. Principal, premium, if any, interest and Additional Interest, if any, shall on the Notes on the dates and in the manner provided in the Notes and this Indenture. Principal of, and premium, if any, interest and Additional Interest, if any, will be considered paid on the date due if the Paying Agent, if other than the Company or a Domestic Subsidiary thereof, holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or of, and premium, if any, interest and Additional Interest, if any, or interest on the Notes then due. The Company shall will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the NotesAgreement. The Company shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at the rate equal to time on demand at 1% per annum in excess of the then applicable interest rate on the NotesNotes to the extent lawful; it shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, any (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Notwithstanding anything to the contrary contained in this Indenture, the Company shall make all interestmay, to the extent it is required to do so by law and without the payment of any additional or gross up amounts with respect thereto, deduct or withhold income or other similar taxes imposed by the laws of the United States, any state of the United States or the District of Columbia from any payments of principal, or premium, if any, interest or Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holdershereunder.

Payment of Notes. The Company shall pay or cause to be paid the principal promptly make all payments in respect of or premium, if any, Additional Interest, if any, or interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and or pursuant to this Indenture. PrincipalAny amounts of cash and/or shares of Common Stock to be given to the Trustee, premiumthe Paying Agent or the Conversion Agent shall be deposited by the Company with the Trustee, the Paying Agent or the Conversion Agent by the Open of Business on the required date. The Company may, at its option, make payments in respect of the Notes by check mailed to a Holder’s registered address (or, if anyrequested by a Holder of more than $2,000,000 principal amount of the Notes, by wire transfer in immediately available funds to that Holder’s account within the United States designated by such Holder in written notice to the Registrar by the Close of Business on the Regular Record Date or other record date relating to such payment, which notice shall remain effective until withdrawn by such Holder in a subsequent written notice to the Registrar) or, with respect to Global Notes, by wire transfer in immediately available funds. The Company shall make any required interest (including any Additional Interest) payments to the Person in whose name each Note is registered at the Close of Business on the Regular Record Date for such interest payment. The Company shall, on or before each due date of the principal (including the Redemption Price, if applicable, and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest, including Additional Interest, if any, on, the Notes or each date when delivery of cash and, if applicable, shares of Common Stock are due upon conversion of a Note, as applicable, deposit with the Paying Agent or the Conversion Agent, as applicable, a sum sufficient to pay such principal (including the Redemption Price, if applicable, or the Fundamental Change Repurchase Price, if applicable) or accrued and unpaid interest, including Additional Interest, if any, and such settlement obligations upon conversion, and (unless such Paying Agent or such Conversion Agent, as applicable, is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided that if such deposit is made on the applicable due date, such deposit must be received by the Paying Agent no later than 10:00 a.m., New York City time, on such date. If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Redemption Price, if applicable, and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest, including Additional Interest, if any, on, the Notes, set aside, segregate and hold in trust as provided in Section 2.04 for the benefit of the Holders of the Notes a sum sufficient to pay such principal (including the Redemption Price, if applicable, and the Fundamental Change Repurchase Price, if applicable) and accrued and unpaid interest so becoming due and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company to make any payment of the principal (including the Redemption Price, if applicable, and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest, including Additional Interest, if any, on, the Notes when the same shall become due and payable. The principal, accrued and unpaid interest (including Additional Interest), if any, the Fundamental Change Repurchase Price, if applicable, or the Redemption Price, if applicable, of the Notes being repaid, repurchased or redeemed, if applicable, shall be considered paid on the applicable date due if on such date the Trustee or the Paying AgentAgent holds, if other than in accordance with the Company or a Subsidiary thereofforegoing provisions of this Section 4.01, holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and cash sufficient to pay all principal of or premium, if any, Additional Interest, if any, or interest on the Notes such amounts then due. The Company Nothing herein shall pay all Additional Interest, if any, in preclude the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall pay interest (including post-petition interest in withholding of any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time taxes required by law to time on demand at the then applicable interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company be withheld or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holdersdeducted.

Payment of Notes. The Company shall Issuers will pay or cause to be paid the principal of or of, premium, if any, Additional Intereston, and interest, if any, or interest on on, the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, interest and Additional Interestinterest, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company Partnership or a Subsidiary thereofof the Partnership, holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Company Issuers in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interestand interest, if any, or interest on the Notes then due. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at a rate that is equal to time on demand at the then applicable interest rate on the NotesNotes to the extent lawful; it shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interestinterest, if any, any (without regard to any applicable grace period) from time to time on demand ), at the same rate to the extent lawful. The Company Issuers may at any time, for the purpose of obtaining satisfaction and discharge with respect to the Notes or for any other purpose, pay, or direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuers or such Paying Agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Issuers or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall make be released from all interestfurther liability with respect to such money. Subject to any applicable escheat, or abandoned or unclaimed property law, any money deposited with the Trustee or any Paying Agent, or then held by the Issuers, in trust for the payment of the principal of, premium, if any, Additional Interestor interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and principal payments by wire transfer of immediately available funds to any Holder who payable shall have given written directions be paid to the Company Issuers on their request, or (if then held by the Partnership) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Issuers for payment thereof, and all liability of the Trustee or such Paying Agent with respect to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency trust money, and all liability of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of HoldersIssuers as trustee thereof, shall thereupon cease.

Payment of Notes. The Company shall will pay or cause to be paid the principal of or of, premium, if any, Additional Interestand interest on, if any, or interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, interest and Additional Interest, if any, shall Cash Interest will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interestand interest then due. Any PIK Payment shall be considered paid on the date it is due (a) if PIK Interest Notes (including PIK Interest Notes that are Global Notes) have been issued therefor, such PIK Interest Notes have been executed by the Company and authenticated by the Trustee on or prior to the date the payment is due in accordance with the terms of this Indenture or (b) if anythe PIK Payment is made by increasing the principal amount of Global Notes then authenticated, the Company has delivered the written request required by Section 2.13 and the Trustee has increased the principal amount of Global Notes then authenticated by the relevant amount on or prior to the date the payment is due. On each Interest Payment Date, the Company will pay or cause to be paid Cash Interest in a minimum amount equal to the greater of (x) a portion of the interest then due on the Adjusted Principal Amount of the Notes accrued at a rate of 2.25% per annum and (y) the excess of (i) all cash and Cash Equivalents held by the Company and its Restricted Subsidiaries, including any amount on deposit in the Sinking Fund Account over (ii) the Minimum Cash Reserve Amount less the amount of Cash Interest due on the Notes then dueon the next Interest Payment Date (without giving effect to any election to pay PIK Interest on such date). Any additional interest payable on such Interest Payment Date may be paid as Cash Interest or PIK Interest at the Company’s option. Cash Interest shall be paid to all Holders pro rata in accordance with the respective principal amounts of Notes held by them. Pursuant to Section 6.4(j) of the FXCM Group LLC Agreement, Holdings will make or cause to be made quarterly requests in writing to FXCM Group for the maximum possible Permitted Payment allowed under the FXCM Group LLC Agreement. Notwithstanding anything to the contrary, the payment of accrued interest in connection with any redemption of Notes pursuant to Section 3.07 or repurchase of Notes pursuant to Section 4.14 or Section 4.17 will be made solely in cash. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at the rate equal to time on demand at 1% per annum in excess of the then applicable interest rate on the NotesNotes to the extent lawful; it shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders.

Payment of Notes. The Company shall pay or cause to be paid the principal of or premium, if any, Additional Interest, if any, or interest on the Notes as provided in the Notes. The Company shall promptly make all payments in respect of the Notes on the dates, at the location dates and in the manner provided in the Notes and or pursuant to this Indenture. PrincipalAccreted Principal Amount, premiumRedemption Price, if anyPurchase Price and Fundamental Change Purchase Price and accrued and unpaid interest, interest Contingent Interest and Additional Interest, if any, shall be considered paid on the applicable date due if by 10:00 a.m., New York City time, on such date the Paying AgentAgent holds, in accordance with this Indenture, cash or securities, if other than the Company or a Subsidiary thereofpermitted hereunder, holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or premium, if any, Additional Interest, if any, or interest on the Notes such amounts then due. The Company shall pay all Additional Interestshall, if anyto the fullest extent permitted by law, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the then applicable interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest interest, Contingent Interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate borne by the Notes per annum. All references in this Indenture or the Notes to the extent lawful. The Company shall make all interestinterest shall, premiumwithout duplication, if any, be deemed to include Contingent Interest and Additional Interest, if any, payable pursuant to the Registration Rights Agreement. Payment of the principal of and principal interest, Contingent Interest and Additional Interest, if any, on the Notes shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Subject to Section 3.1, Section 4.1 and Section 5.1, the Company shall pay interest, Contingent Interest and Additional Interest, if any, on the Notes to the Person in whose name the Notes are registered at the close of business on the Regular Record Date next preceding the corresponding Interest Payment Date. Any such interest, Contingent Interest and Additional Interest, if any, not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may be paid (a) to the Person in whose name the Notes are registered at the close of business on a Special Record Date for the payment of such defaulted interest, Contingent Interest and Additional Interest, if any, to be fixed by the Trustee, notice whereof shall be given to the Holders not less than 10 calendar days prior to such Special Record Date or (b) at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange. The Holder must surrender the Notes to the Paying Agent to collect payment of principal. Payment of cash interest, Contingent Interest and Additional Interest, if any, on Certificated Securities in the aggregate Principal Amount at Issuance of $5,000,000 or less shall be made by check mailed to the address of the Person entitled thereto as such address appears in the Register, and payment of cash interest, Contingent Interest and Additional Interest, if any, on Certificated Securities in aggregate Principal Amount at Issuance in excess of $5,000,000 shall be made by wire transfer in immediately available funds at the election of such Holder. Notwithstanding the foregoing, so long as the Notes are registered in the name of a Depositary or its nominee, all payments with respect to the Notes shall be made by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company account of the Depositary or its nominee. At the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder Stated Maturity, interest, Contingent Interest and Additional Interest, if any, on or prior to the applicable record date. All other payments on Notes Certificated Securities will be made payable at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth described in the register of HoldersSection 6.5 herein.

Payment of Notes. The Company shall Issuer will pay or cause to be paid the principal of or premiumof, premium on, if any, Additional Interestinterest, if any, or interest on on, the Notes on the dates, at the location dates and in the manner provided in the Notes and this Indenture. Principal, premium, if any, interest and Additional Interestinterest, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company Issuer or a Subsidiary thereofof the Issuer, holds as of 11:00 10:00 a.m. Eastern Time on (London time) one Business Day prior to the due date money deposited by the Company Issuer in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interestand interest, if any, or interest on the Notes then due. The Company shall pay all Additional InterestIf the Issuer or any of its Subsidiaries acts as Paying Agent, principal, premium, if any, and interest, if any, will be considered paid on the due date if the entity acting as Paying Agent complies with Section 2.04 hereof. Principal of, interest, and premium, if any, on the Notes will be payable at the corporate trust office or agency of the Paying Agent maintained in the same manner City of London, for such purposes. All payments on the dates Global Notes will be made by transfer of immediately available funds to an account of the Holder of the Global Notes in accordance with instructions given by that Holder. Principal of, interest and in the amounts set forth in the Registration Rights Agreement premium, if any, on any Definitive Notes will be payable at the corporate trust office or agency of any Paying Agent in any location specified in required to be maintained for such purposes pursuant to Section 2.03 hereof. In addition, interest on Definitive Notes may be paid by check mailed to the person entitled thereto as shown on the Register for such Definitive Notes. The Company shall Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum higher than the then applicable interest rate on the Notes; it shall Notes to the extent lawful. The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interestinterest, if any, any (without regard to any applicable grace period) from time to time on demand ), at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders.

Payment of Notes. The Company No later than 10 a.m. (London time) on the Business Day prior to a payment date, the Issuer shall pay or cause to be paid the principal of or premiumof, interest and premium and Additional Amounts, if any, Additional Interest, if any, or interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this Indenture. Principal, premiuminterest, if any, interest premium and Additional InterestAmounts, if any, shall be considered paid on the date due if the Paying Agent receives such payment by such time in the manner provided in the Notes. Principal, premium, if any, Additional Amounts, if any, and interest shall be considered paid on the date due if the Issuer holds, in an account with the Paying Agent, if other than the Company Issuer or a Subsidiary thereof, holds as of 11:00 by 10 a.m. Eastern Time (London time) on the Business Day prior to the due date date, money deposited by the Company in immediately available funds Issuer. Principal of, interest, premium and designated for and sufficient to pay all principal of or premiumAdditional Amounts, if any, on the Dollar Notes will be payable at the corporate trust office or agency of the Dollar Paying Agent maintained in the Borough of Manhattan, City of New York, for such purposes and principal of, interest, premium and Additional InterestAmounts, if any, or interest on the Euro Notes then duewill be payable at the corporate trust office or agency of the Euro Paying Agent maintained in London, England, for such purposes. The Company All payments on the Global Notes shall pay all be made by transfer of immediately available funds to an account of the Holder of the Global Notes in accordance with instructions given by that Holder. Principal of, interest, premium and Additional InterestAmounts, if any, on any Definitive Registered Notes will be payable at the corporate trust office or agency of any Paying Agent in any location required to be maintained for such purposes pursuant to Section 2.03. In addition, interest on Definitive Registered Notes may be paid by check mailed to the same manner person entitled thereto as shown on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Security Register for such Definitive Registered Notes. The Company Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at the rate equal to time on demand at one percent (1%) per annum in excess of the then applicable interest rate on the Notes; it Notes to the extent lawful. The Issuer shall pay interest (including post-post petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders.

Payment of Notes. The Company shall will pay or cause to be paid the principal of or of, premium, if any, and interest and Additional Interest, if any, or interest on on, the Notes on the dates, at the location dates and in the manner provided in the Notes and this Indenture. Principal, premium, if any, and interest and Additional Interest, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interest, if any, or and interest on the Notes then due. The Company shall will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the NotesAgreement. The Company shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at the rate equal to time on demand at 2% per annum in excess of the then applicable interest rate on the NotesNotes to the extent lawful; it shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, any (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions deliver to the Company or the Paying Agent to make such payments by wire transfer pursuant Trustee, at least five Business Days before an interest payment date, an Officer’s Certificate certifying as to the wire transfer instructions supplied to amount of Additional Interest due on such interest payment date. If the Trustee does not receive notice from the Company of an event in respect of which Additional Interest is required to be paid or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless does not receive an Officer’s Certificate from the Company elects five Business Days before any interest payment date, the Trustee shall be entitled to make assume that no Additional Interest is due on such interest payments by check mailed to the Holders at their address set forth in the register of Holderspayment date.

Payment of Notes. The Company shall pay or cause to be paid the principal of or of, premium, if any, Additional Interestand interest on, if any, or interest on the Notes on the dates, at the location dates and in the manner provided in this Indenture and the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional Interest, if any, shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interestand interest then due. Such Paying Agent shall return to the Company promptly, and in any event, no later than five (5) Business Days following the date of payment, any money that exceeds such amount of principal, premium, if any, or and interest paid on the Notes then dueNotes. The Company shall pay all Additional Interest, if any, in the same manner manner, on the dates and in the amounts set forth in the a Registration Rights Agreement Agreement, the Notes and the Indenture. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the location specified in next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the Notesintervening period. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in excess of the rate then applicable interest rate on the Notesin effect; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) periods), from time to time on demand at the same rate to the extent lawful. The Company Interest shall make all interestbe computed on the basis of a 360-day year of twelve 30-day months. If any Interest Payment Date, premiumthe Maturity Date or any earlier required redemption date or repurchase date falls on a day that is not a Business Day, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes required payment will be made at on the office or agency next succeeding Business Day and not interest on such payment will accrue in respect of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holdersdelay.

Payment of Notes. The Company Issuer shall pay or cause to be paid the principal of or of, premium, if any, Additional Interest, if any, or and interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this Indenture. PrincipalAn installment of principal or cash interest shall be considered paid on the date it is due if the Trustee or Paying Agent holds as of 10:00 a.m., premiumNew York City time, if anyon that date money designated for and sufficient to pay such installment. Interest payable on the Interest Payment Date of April 15, 2018 will be paid entirely in PIK Interest. In the event that the Issuer determines to pay PIK Interest for any other interest period, then the Issuer will deliver a notice (a “PIK Notice”) to the Trustee no later than five (5) Business Days prior to the Record Date with respect to the applicable Interest Payment Date, which notice will state the total amount of interest to be paid on the Interest Payment Date and Additional the amount of such interest to be paid as PIK Interest. The Trustee, if anyon behalf of the Issuer, shall will promptly deliver a corresponding notice provided by the Issuer to the Holders. PIK Interest will be considered paid on the date due if on such date the Paying AgentTrustee has received (i) with respect to any Global Notes, if other than an Authentication Order to increase the Company or a Subsidiary thereofbalance of such Global Notes to reflect such PIK Interest and (ii) with respect to any Definitive Notes, holds as of 11:00 a.m. Eastern Time on the due date money deposited PIK Interest Notes duly executed by the Company Issuer and any applicable notations of guarantee to be endorsed thereon duly executed by each Guarantor together with an Authentication Order requesting the authentication of such PIK Interest Notes by the Trustee. In connection with the payment of PIK Interest in immediately available funds respect of the Notes, the Issuer will, without the consent of Holders (and designated for and sufficient without regard to pay all any restrictions or limitations set forth under this Article Four), increase the outstanding principal amount of or premiumthe Global Notes, if any, Additional Interestand issue PIK Interest Notes under this Indenture with respect to any Definitive Notes, if any. Interest will be payable, at the election of the Issuer, in whole or, to the extent consistent with the procedures of the Depository, in part (i) as cash interest and/or (ii) by increasing the principal amount of the outstanding Global Notes, if any, or and by issuing PIK Interest Notes with respect to the Definitive Notes, if any (“PIK Interest”). If the Issuer fails to timely make an election with respect to payment of interest on any Interest Payment Date (other than the Notes Interest Payment Date of April 15, 2018), then due. The Company interest shall pay all Additional Interest, if any, be payable on such date in the same manner form as paid with respect to the immediately preceding Interest Payment Date; provided, that the Issuer shall provide an Authentication Order to the Trustee in accordance with the preceding paragraph on each Interest Payment Date on which the dates and in Issuer will pay PIK Interest whether or not the amounts set forth in the Registration Rights Agreement at the location specified in the NotesIssuer makes an election to pay PIK Interest with respect to such Interest Payment Date. The Company Issuer shall pay interest on overdue principal (including post-petition interest in any a proceeding under any Bankruptcy Law) on ), and overdue principal and premiuminterest, if any, from time to time on demand at the then applicable interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made in cash at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth rate specified in the register of HoldersNotes.

Payment of Notes. The Company shall will pay or cause to be paid the principal of or premiumof, premium (including the Applicable Premium), if any, Additional Interestand interest on, if any, or interest on the Notes on the dates, at the location dates and in the manner provided in this Indenture and the Notes and this IndentureNotes. Principal, premiumpremium (including the Applicable Premium), if any, interest and Additional Interest, if any, shall any amount payable in cash will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds holds, as of 11:00 10:00 a.m. Eastern Time on the due date date, money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or premiumprincipal, if any, Additional Interest, if any, or interest on the Notes then due. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall pay interest premium (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the then applicable interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional InterestApplicable Premium), if any, and principal payments by wire transfer interest then due. An installment of immediately available funds to any Holder who PIK Interest shall have given written directions to be considered paid on the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder due date if, on or prior to the applicable record such date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless , the Company elects to make interest payments by check mailed has issued an Authentication Order to the Holders at their address set forth Trustee to increase the principal amount of Notes then outstanding or to authenticate and deliver PIK Notes in the required amount. The Trustee shall endorse any such principal increase on any Global Note and shall instruct the Registrar to reflect the increase in the principal amount of all Notes then outstanding in the register of HoldersNotes. No later than five (5) Business Days prior to any Interest Payment Date on which the Company is to pay PIK Interest, the Company shall deliver to the Trustee and the Paying Agent (if other than the Trustee) (i) to the extent the Company is prohibited from increasing the balance on any Note by the rules of the Depository (with respect to Global Notes) or law, the required amount of new PIK Notes (rounded up to the nearest whole dollar) and an Authentication Order to authenticate and deliver such PIK Notes or (ii) an Authentication Order to increase the outstanding principal amount of all outstanding Notes by the required amount (rounded up to the nearest whole dollar), such increase to be reflected by the Registrar in the register of Notes. Notwithstanding anything in this Indenture or Section 4.01 to the contrary, PIK Interest that is payable on any Interest Payment Date with respect to any Note (whether represented by a Global Note or a Certificated Note) other than the Global Note having the largest principal balance then outstanding (the “Largest Global Note”) shall be increased or decreased by such amount, if any, as is necessary to ensure that the principal amount of Notes in each Stapled Security represented by the Global Stapled Security or certificated Stapled Security to which such Note is attached, after giving effect to payment of such PIK Interest, is exactly equal to the principal amount of Notes included in each Stapled Security to which the Largest Global Note is attached.

Payment of Notes. The Company No later than 10:00 a.m. (London time) on the Business Day prior to a payment date, the Issuer shall pay or cause to be paid the principal of or premiumof, interest and premium and Additional Amounts, if any, Additional Interest, if any, or interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this Indenture. Principal, interest, premium, if any, interest and Additional InterestAmounts, if any, shall be considered paid on the date due if the Paying Agent receives such payment by such time in the manner provided in the Notes. Principal, premium, if any, Additional Amounts, if any, and interest shall be considered paid on the date due if the Issuer holds, in an account with the Paying Agent, if other than the Company Issuer, the Parent Guarantor or a Subsidiary thereof, holds as of 11:00 by 10:00 a.m. Eastern Time (London time) on the Business Day prior to the due date date, money deposited or caused to be deposited by or on behalf of the Company Issuer in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional InterestAmounts, if any, or and interest on the Notes then due. The Company shall pay all Additional InterestPrincipal of, interest, premium, if any, and Additional Amounts, if any, on the Notes will be payable at the corporate trust office or agency of the Principal Paying Agent maintained in the same manner City of London for such purposes and, for so long as any Notes are admitted to trading on the dates Euro MTF and in listed on the amounts set forth in Official List of the Registration Rights Agreement Luxembourg Stock Exchange, at the office of the Paying Agent appointed in Luxembourg. All payments on the Global Notes shall be made by transfer of immediately available funds to an account of the Holder of the Global Notes in accordance with instructions given by that Holder. Principal of, interest, premium, if any, and Additional Amounts, if any, on any Definitive Registered Notes will be payable at the corporate trust office or agency of any Paying Agent in any location specified in required to be maintained for such purposes pursuant to Section 2.03. In addition, interest on Definitive Registered Notes may be paid by check mailed to the person entitled thereto as shown on the Register for such Definitive Registered Notes. The Company Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at the rate equal to time on demand at the then applicable interest rate on the Notes; it Notes to the extent lawful. The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders.

Payment of Notes. The Company Issuer shall pay or cause to be paid the principal of or of, premium, if any, and interest and Additional InterestAmounts, if any, or interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional InterestAmounts, if any, shall will be considered paid on the date due if the Paying AgentAgent holds (i) in the case of the Dollar Notes, if other than the Company or a Subsidiary thereof, holds as of 11:00 a.m. Eastern Time 10:00 AM New York time on the due date, or (ii) in the case of the Sterling Notes, as of 10:00 A.M. New York time on the Business Day prior to the due date (or such other time as the Issuer and the Paying Agent may mutually agree from time to time), money deposited by the Company Issuer in immediately available funds and designated for and sufficient to pay all principal of or premiumprincipal, premium and Additional Amounts, if any, Additional Interest, if any, and interest then due and is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or interest on the Notes then dueIntercreditor Deed. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at the rate equal to time on demand at the then applicable interest rate on the Notes; it shall . The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace periodperiods) from time to time on demand at the same rate to rate. If a Paying Agent pays out funds on or after the extent lawful. The Company due date therefor, or pays out funds (although it is not obligated) on the assumption that the corresponding payment by the Issuer has been or will be made and such payment has in fact not been so made by the Issuer, then the Issuer shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or on demand reimburse the Paying Agent for the relevant amount, and pay interest to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by on such Holder amount from the date on or prior which it is paid out to the applicable record date. All other payments on Notes will be made date of reimbursement at a rate per annum equal to the office or agency cost to the Paying Agent of funding the amount paid out, as certified by the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holdersexpressed as a rate per annum.

Payment of Notes. The Company Issuer shall promptly pay or cause to be paid the principal of or of, premium, if any, Additional Interest, if any, or and interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and in this Indenture. Principal, premium, if any, and interest and Additional Interest, if any, shall be considered paid on the date due if by 10:00 a.m. Eastern time on such date the Trustee or the Paying Agent, if other than the Company or a Subsidiary thereof, Agent holds as of 11:00 a.m. Eastern Time on the due date in accordance with this Indenture money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interestand Cash Interest then due and the Trustee or the Paying Agent, if anyas the case may be, or interest is not prohibited from paying such money to the Holders on that date pursuant to the Notes then dueterms of this Indenture. The Company PIK Interest shall pay all Additional Interest, if any, be paid in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified provided in the Notes. Any PIK Payment shall be considered paid on the date due, (a) with respect to PIK Interest on any Definitive Note, if the Issuer has delivered PIK Note(s) in definitive form in the aggregate principal amount of PIK Interest for the applicable Interest Period (rounded up to the nearest dollar) and an Issuer Order relating thereto to the Trustee on or prior to such date, including instructions regarding delivery of such PIK Note(s) to the Holder, and (b) with respect to PIK Interest on any Global Note, by increasing the aggregate principal amount of such Global Note in an amount equal to such PIK Interest for the applicable Interest Period (rounded up to the nearest dollar) and delivery of an Issuer Order relating thereto to the Trustee on or prior to such date, including an instruction to instruct DTC to so increase the aggregate principal amount of such Global Note, the Trustee evidencing such payment pursuant to this clause (b) by making appropriate amendments to the schedule of principal amounts of such Global Note pursuant to Section 2.1 hereof. The Company Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 2% higher than the then applicable interest rate on the Notes; it Notes to the extent lawful, and they shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions Notwithstanding anything to the Company or contrary contained in this Indenture, the Paying Agent to make such payments by wire transfer pursuant Issuer may, to the wire transfer instructions supplied extent it is required to do so by law, deduct or withhold income or other similar taxes imposed by the Company United States of America from principal or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holdershereunder.

Payment of Notes. The Company shall Issuer will pay or cause to be paid the principal of or premiumof, premium on, if any, Additional Interest, if any, or and interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional Interest, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company Issuer or a Subsidiary thereofof the Issuer, holds as of 11:00 a.m. Eastern Time a.m., New York City time, on the due date money deposited by the Company Issuer in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interestand interest, if any, or interest on the Notes then due. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at a rate that is equal to time on demand at the then applicable interest rate on the NotesNotes to the extent lawful; it shall the Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand ), at the same rate to the extent lawful. The Company Issuer may at any time, for the purpose of obtaining satisfaction and discharge with respect to the Notes or for any other purpose, pay, or direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or such Paying Agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall make be released from all interestfurther liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium, if any, Additional Interestor interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and principal payments by wire transfer of immediately available funds to any Holder who payable shall have given written directions be paid to the Company Issuer on its request, or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such payments by wire transfer pursuant repayment, shall, at the expense of the Issuer, cause to be published once, in The New York Times or The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of HoldersIssuer.

Payment of Notes. The Company shall Issuers will pay or cause to be paid the principal of or of, premium, if any, Additional Intereston, and interest, if any, or interest on on, the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, interest and Additional Interestinterest, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company Issuers or a Subsidiary thereofof the Company, holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Company Issuers in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interestand interest, if any, or interest on the Notes then due. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at a rate that is equal to time on demand at the then applicable interest rate on the NotesNotes to the extent lawful; it shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interestinterest, if any, any (without regard to any applicable grace period) from time to time on demand ), at the same rate to the extent lawful. The Company may at any time, for the purpose of obtaining satisfaction and discharge with respect to the Notes or for any other purpose, pay, or direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall make be released from all interestfurther liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, Additional Interestor interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and principal payments by wire transfer of immediately available funds to any Holder who payable shall have given written directions be paid to the Company on its request, or (if then held by the Paying Agent to make Company) shall be discharged from such payments by wire transfer pursuant to trust; and the wire transfer instructions supplied Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or the such Paying Agent by with respect to such Holder on trust money, and all liability of the Company as Trustee thereof, shall thereupon cease; provided, however, that the Trustee or prior such Paying Agent, before being required to make any such repayment, shall, at the expense of the Company, cause to be published once, in The New York Times or The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of HoldersCompany.

Payment of Notes. The Company No later than 10 a.m. (London time) on the Business Day prior to a payment date, the Issuer shall pay or cause to be paid the principal of or premiumof, interest and premium and Additional Amounts, if any, Additional Interest, if any, or interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this Indenture. Principal, premiuminterest, if any, interest premium and Additional InterestAmounts, if any, shall be considered paid on the date due if the Paying Agent receives such payment by such time in the manner provided in the Notes. Principal, premium, if any, Additional Amounts, if any, and interest shall be considered paid on the date due if the Issuer holds, in an account with the Paying Agent, if other than the Company Issuer or a Subsidiary thereof, holds as of 11:00 by 10 a.m. Eastern Time (London time) on the Business Day prior to the due date date, money deposited by the Company in immediately available funds Issuer. Principal of, interest, premium and designated for and sufficient to pay all principal of or premiumAdditional Amounts, if any, on the Notes will be payable at the corporate trust office or agency of the Paying Agent maintained in London, England, for such purposes. All payments on the Global Notes shall be made by transfer of immediately available funds to an account of the Holder of the Global Notes in accordance with instructions given by that Xxxxxx. Principal of, interest, premium and Additional InterestAmounts, if any, on any Definitive Registered Notes will be payable at the corporate trust office or agency of any Paying Agent in any location required to be maintained for such purposes pursuant to Section 2.03. In addition, interest on Definitive Registered Notes may be paid by check mailed to the Notes then due. The Company shall pay all Additional Interest, if any, in the same manner person entitled thereto as shown on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Security Register for such Definitive Registered Notes. The Company Issuer shall pay interest (including post-petition postpetition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at the rate equal to time on demand at one percent (1%) per annum in excess of the then applicable interest rate on the Notes; it Notes to the extent lawful. The Issuer shall pay interest (including post-post petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders.

Payment of Notes. The Company Issuers shall pay or cause to be paid the principal of or of, premium, if any, interest and Additional Interest, if any, or interest on the Notes and shall deliver any cash or shares due in connection with an Early Conversion or a Mandatory Conversion (including any Early Conversion Payment, if applicable), each on the dates, at the location dates and in the manner provided in this Indenture and in the Notes and this IndentureNotes. Principal, premium, if any, interest and Additional Interest, if any, the Early Conversion Payment, if applicable, and cash in lieu of fractional shares in connection with any conversion shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 a.m. Eastern Time a.m., New York City time, on the due date money deposited by the Company or on behalf of an Issuer or a Guarantor in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, interest and Additional Interest, if any, or interest on the Notes then due, the Early Conversion Payment, if applicable, and cash in lieu of fractional shares in connection with any Early Conversion or Mandatory Conversion. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company Issuers shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand any overdue Early Conversion Payment at the then applicable rate equal to the interest rate on the NotesNotes to the extent lawful; it and they shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, any (without regard to any applicable grace period) from time to time on demand ), at the same rate to the extent lawful. The Company Issuers shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to notify the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency Trustee of the Paying Agent amounts and Registrar within the City and State payment dates of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth any Additional Interest that may become payable under any Registration Rights Agreement in the register respect of Holdersany Additional Notes, as applicable.

Payment of Notes. The Company shall pay or cause to be paid the principal of or premium, if any, Additional InterestLiquidated Damages, if any, or interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, interest and Additional InterestLiquidated Damages, if any, shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or premium, if any, Additional InterestLiquidated Damages, if any, or interest on the Notes then due. The Company shall pay all Additional InterestLiquidated Damages, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the NotesAgreement. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at the rate equal to time on demand at the then applicable interest rate on the NotesNotes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, Liquidated Damages (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional InterestLiquidated Damages, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will shall be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders. Payments in respect of Notes represented by a Global Note (including interest, premium, if any, Liquidated Damages, if any, and principal payments) shall be made by wire transfer of immediately available funds to the accounts specified by DTC.

Payment of Notes. The Company Issuer shall pay or cause to be paid the principal of or premiumof, interest and premium and Additional Amounts, if any, Additional Interest, if any, or interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premiuminterest, if any, interest premium and Additional InterestAmounts, if any, shall be considered paid on the date due if the Principal Paying Agent, receives such payment in the manner provided in the Notes. Principal, premium, if any, Additional Amounts, if any, and interest shall be considered paid on the date due if the Issuer holds, in an account with the Paying Agent, if other than the Company Issuer or a Subsidiary thereof, holds as of 11:00 a.m. Eastern Time on the Business Day prior to the due date date, money deposited by the Company Issuer in immediately available funds and designated for and sufficient to pay all principal principal, premium, Additional Amounts, if any, and interest then due. On one business day prior to the due date of or the principal, premium, if any, Additional Interestand interest on any Notes, the Issuer shall deposit in an account with the Principal Paying Agent money in immediately available funds sufficient to pay such principal, premium, if any, or and interest so becoming due on the due date for payment under the Notes and subject to the receipt of such money, the Principal Paying Agent shall make payment on the Notes then duein accordance with this Indenture. The Company shall pay all Principal of, interest, premium and Additional InterestAmounts, if any, on Global Notes will be payable at the corporate trust office or agency of the Principal Paying Agent maintained in the same manner City of London for such purposes, at the corporate trust office or agency of the Paying Agent maintained in the Borough of Manhattan, City of New York, for such purposes and, for as long as any Notes are admitted to trading on the dates Euro MTF Market and in listed on the amounts set forth in official list of the Registration Rights Agreement Luxembourg Stock Exchange, at the office of the Paying Agent appointed in Luxembourg. All payments on the Global Notes will be made by transfer of immediately available funds to an account of the Holder of the Global Notes in accordance with instructions given by that Holder. Principal of, interest, premium and Additional Amounts, if any, on any Definitive Registered Notes will be payable at the corporate trust office or agency of any Paying Agent in any location specified in required to be maintained for such purposes pursuant to Section 2.03. In addition, interest on Definitive Registered Notes may be paid by check mailed to the person entitled thereto as shown on the Register for such Definitive Registered Notes. The Company Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at the rate equal to time on demand at 1% per annum in excess of the then applicable interest rate on the Notes; it Notes to the extent lawful. The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders.

Payment of Notes. The Company shall Issuers will pay or cause to be paid the principal of or of, premium, if any, Additional Interest, if any, or and interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional Interest, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company Issuers or a Subsidiary thereof, holds as of 11:00 10:00 a.m. Eastern Time on the due date money deposited by the Company Issuers in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interest, if any, or and interest on the Notes then due. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at the rate equal to time on demand at 1% per annum in excess of the then applicable interest rate on the NotesNotes to the extent lawful; it shall they will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company may at any time, for the purpose of obtaining satisfaction and discharge with respect to the Notes or for any other purpose, pay, or direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall make be released from all interestfurther liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, Additional Interestor interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and principal payments by wire transfer of immediately available funds to any Holder who payable shall have given written directions be paid to the Company on its request, or (if then held by the Paying Agent to make Company) shall be discharged from such payments by wire transfer pursuant to trust; and the wire transfer instructions supplied Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or the such Paying Agent by with respect to such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency trust money, and all liability of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holdersas trustee thereof, shall thereupon cease.

Payment of Notes. The Company Issuer shall pay or cause to be paid the principal of or of, premium, if any, Additional Interestand interest, if any, or interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, interest and Additional Interestinterest, if any, shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary or Affiliate thereof, holds as of 11:00 10:00 a.m. Eastern Time on the due date money deposited by the Company Issuer in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interestand interest, if any, or interest on the Notes then due. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at the rate equal to time on demand at 1% per annum in excess of the then applicable interest rate on the NotesNotes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make Credit Parties may terminate their obligations under this Indenture, the Notes and the Security Documents if (A) all interest, premiumNotes previously authenticated and delivered, if anyany (other than destroyed, Additional Interest, if any, lost or stolen Notes that have been replaced Indenture pursuant to Section 2.06 or Notes for whose payment money or securities have theretofore been held in trust and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions thereafter repaid to the Company or the Paying Agent to make such payments by wire transfer pursuant Issuer, as provided in Section 2.04) have been delivered to the wire transfer instructions supplied Trustee for cancellation and the Credit Parties have irrevocably paid all amounts payable by them hereunder and (B) the Company has delivered to the Company or Trustee an Officer's Certificate and an Opinion of Counsel, at the Paying Agent by such Holder on or prior cost and expense of the Company, in each case stating that all conditions precedent provided for herein relating to the applicable record date. All other payments on Notes will be made at the office or agency satisfaction and discharge of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holdersthis Indenture have been complied with.

Payment of Notes. The Company shall will pay or cause to be paid the principal of or of, premium, if any, Additional Interest, if any, or and interest on on, the Notes on the dates, at the location dates and in the manner provided in this Indenture and the Notes and this IndentureNotes. Principal, premium, if any, interest and Additional Interest, if any, shall and interest will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 10:00 a.m. Eastern Time New York City time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interest, if any, or and interest on the Notes then due. The Company shall shall, to the extent permitted by law, pay all Additional Interestoverdue interest, if any, in the same manner manner, on the dates and in the amounts set forth in the Registration Rights Agreement at Notes and in this Indenture. If a Holder of $10.0 million aggregate principal amount or more of Definitive Notes has given wire transfer instructions to the location specified Company not later than 15 days prior to the applicable Interest Payment Date, date of maturity, redemption date or other purchase date, providing for payments to be made to a bank located in the Notes. The United States, the Company shall will pay all principal of, and interest (including post-petition interest and premium, Additional Interest, if any, on, that Holder’s Notes in any proceeding under any Bankruptcy Law) on overdue accordance with those instructions; provided that payments of principal and premium, if any, from time to time on demand at the then applicable interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments be made only against surrender of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record dateNote. All other payments on the Notes will be made at the office or agency of the a Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders of the Notes at their address addresses as set forth in the register of HoldersHolders or by wire transfer. Anything in this Indenture, the Notes or the Note Guarantees to the contrary notwithstanding, if any Interest Payment Date, maturity date, Redemption Date, repurchase date pursuant to Sections 3.09, 4.19 or 4.20 of this Indenture or other date on which any payment of principal, premium, Additional Interest, if any, or interest on any Note is due is not a Business Date, then such payment need not be made on such date, but such payment may be made on the next succeeding Business Day with the same force and effect as if made on the date such payment was originally due, and no interest or other sum shall accrue on the amount payable for the period from and after the date such payment was originally due nor shall any such delay in payment constitute a Default or Event of Default under this Indenture.

Payment of Notes. The Company shall pay or cause to be paid the principal of or amount, premium, if any, and interest, and Additional InterestInterest and Special Interest (as defined below), if any, or interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this Indenture. PrincipalPrincipal amount, premium, if any, interest and interest, and Additional Interest and Special Interest, if any, shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or amount, premium, if any, and interest, and Additional Interest and Special Interest, if any, or interest on then due unless the Notes then dueprovisions of Article 10 hereof prohibit such payment. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at Agreement. In addition to any other payment required by the location specified Notes and this Indenture, the Company shall pay: (a) as special interest ("Special Interest") on each date on which a regularly scheduled interest payment is due, additional interest in an amount equal to 0.50% per annum on the outstanding principal amount of the Notes from the date on which the Sixth Supplemental Indenture to the Indenture is executed by the Company and the Trustee up to but excluding the date on which the Company delivers to the Trustee an Officers' Certificate certifying that the Financial Reporting Covenant Condition has been satisfied; (b) on December 31, 2006, a one-time payment equal to 0.50% of the then outstanding principal amount of the Notes to the holders of record of the Notes on such date, if on such date clause (b) of the Financial Reporting Covenant Condition shall not have been satisfied; (c) an additional 0.25% per annum in interest on the Notes if and for so long as the Moody's Ratings Condition is not satisfied; and (d) an additional 0.25% per annum in interest on the Notes if and for so long as the S&P Ratings Condition is not satisfied. Amounts payable pursuant to Sections 4.01(a), (c) and (d) shall be computed in the same manner that interest is computed under this Indenture and the Notes. The Company will be deemed to have satisfied the "Financial Reporting Covenant Condition" if it has delivered to the Trustee an Officers' Certificate certifying that it has filed with the SEC (a) the Annual Report on Form 10-K for the year ended December 31, 2005, and (b) each of the Quarterly Reports on Form 10-Q that would be required to be filed pursuant to Section 4.03 of this Indenture if the Notes were not accruing Special Interest. The "Xxxxx'x Ratings Condition" shall be deemed not to have been satisfied if and for so long as the Notes are rated Caa1 or lower by Moody's. The "S&P Ratings Condition" shall be deemed not to have been satisfied if and for so long as the Notes are rated CCC+ or lower by S&P. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at the rate equal to time on demand at 1% per annum in excess of the then applicable interest rate on the NotesNotes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest interest, Additional Interest and Additional Interest, if any, Special Interest (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders."

Payment of Notes. The Company shall will pay or cause to be paid the principal of or premiumof, premium on, if any, Additional Interestand interest on, if any, or interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional Interest, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 10:00 a.m. Eastern Time New York City time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interestand interest, if any, or interest on the Notes then due. The Company shall will pay interest (including post-petition interest in any proceeding or case under any Bankruptcy Law) on overdue principal at the interest rate on the Notes to the extent lawful; it will pay interest (including post-petition interest in any proceeding or case under any Bankruptcy Law) on overdue installments of interest, if any (without regard to any applicable grace period), at the same rate to the extent lawful. The Company will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at Agreement. Additional Interest will be payable in arrears on each interest payment date following accrual in the location specified in same manner as regular interest on the Notes. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the then applicable interest rate If Additional Interest is payable on the Notes; it , the Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate provide an Officers’ Certificate to the extent lawfulTrustee on or before the record date for each interest payment date such Additional Interest is payable setting forth the accrual period and the amount of such Additional Interest in reasonable detail. The Trustee may provide a copy of such Officers’ Certificate or other notice received from the Company shall make all interest, premium, if any, relating to Additional Interest, if any, and principal payments by wire transfer of immediately available funds Interest to any Holder who upon request. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. The Trustee shall have given written directions not at any time be under any duty or responsibility to any Holder to determine whether any Additional Interest is payable, or with respect to the Company nature, extent, or calculation of the Paying Agent to make such payments by wire transfer pursuant amount of any Additional Interest owed, or with respect to the wire transfer instructions supplied method employed in such calculation of any Additional Interest. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company or the Paying Agent by such Holder on or prior shall deliver to the applicable record date. All other payments on Notes will be made at Trustee an Officers’ Certificate setting forth the office or agency particulars of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holderssuch payment.

Payment of Notes. The Company shall pay or cause to be paid the principal of or premium, if any, Additional Interest, if any, or interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, interest and Additional Interest, if any, shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or premium, if any, Additional Interest, if any, or interest on the Notes then due. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the NotesAgreement. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at the rate equal to time on demand at the then applicable interest rate on the NotesNotes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, Interest (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will shall be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders. Payments in respect of Notes represented by a Global Note (including interest, premium, if any, Additional Interest, if any, and principal payments) shall be made by wire transfer of immediately available funds to the accounts specified by DTC.

Payment of Notes. The Company No later than 10 a.m. (London time) on the Business Day prior to a payment date, the Issuer shall pay or cause to be paid the principal of or premiumof, interest and premium and Additional Amounts, if any, Additional Interest, if any, or interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this Indenture. Principal, premiuminterest, if any, interest premium and Additional InterestAmounts, if any, shall be considered paid on the date due if the Paying Agent receives such payment by such time in the manner provided in the Notes. Principal, premium, if any, Additional Amounts, if any, and interest shall be considered paid on the date due if the Issuer holds, in an account with the Paying Agent, if other than the Company Issuer or a Subsidiary thereof, holds as of 11:00 by 10 a.m. Eastern Time (London time) on the Business Day prior to the due date date, money deposited by the Company in immediately available funds Issuer. Principal of, interest, premium and designated for and sufficient to pay all principal of or premiumAdditional Amounts, if any, on the Notes will be payable at the corporate trust office or agency of the Paying Agent maintained in London, England, for such purposes. All payments on the Global Notes shall be made by transfer of immediately available funds to an account of the Holder of the Global Notes in accordance with instructions given by that Holder. Principal of, interest, premium and Additional InterestAmounts, if any, on any Definitive Registered Notes will be payable at the corporate trust office or agency of any Paying Agent in any location required to be maintained for such purposes pursuant to Section 2.03. In addition, interest on Definitive Registered Notes may be paid by check mailed to the Notes then due. The Company shall pay all Additional Interest, if any, in the same manner person entitled thereto as shown on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Security Register for such Definitive Registered Notes. The Company Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at the rate equal to time on demand at one percent (1%) per annum in excess of the then applicable interest rate on the Notes; it Notes to the extent lawful. The Issuer shall pay interest (including post-post petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders.

Payment of Notes. The Company shall pay or cause to be paid the principal of or premium, if any, Additional Interest, if any, or interest on the Notes as provided in the Notes. The Company shall promptly make all payments in respect of the Notes on the dates, at the location dates and in the manner provided in the Notes and or pursuant to this Indenture. Principal, premiumRedemption Price, Purchase Price, Fundamental Change Purchase Price, and accrued and unpaid interest (including Contingent Interest and Additional Interest, if any) shall be considered paid on the applicable date due if by 10:00 a.m., New York City time, on such date the Paying Agent holds, in accordance with this Indenture, cash or securities, if permitted hereunder, sufficient to pay all such amounts then due. The Company shall, to the fullest extent permitted by law, pay interest on overdue principal and overdue installments of interest (including Contingent Interest and Additional Interest, if any) at the rate borne by the Notes per annum. All references in this Indenture or the Notes to interest shall, without duplication, be deemed to include Contingent Interest and Additional Interest, if any, shall be considered paid on payable pursuant to the date due if Registration Rights Agreement. Payment of the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or premium, if any, and interest (including Contingent Interest and Additional Interest, if any, or interest ) on the Notes then due. The Company shall pay all Additional Interest, if any, be in such coin or currency of the same manner on the dates and in the amounts set forth in the Registration Rights Agreement United States of America as at the location specified in time of payment is legal tender for payment of public and private debts. Subject to Section 3.1, Section 4.1, Section 5.1 and Section 12.2, the Notes. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the then applicable interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest Contingent Interest and Additional Interest, if any, (without regard ) on the Notes to any applicable grace period) from time to time on demand the Person in whose name the Notes are registered at the same rate to close of business on the extent lawfulRegular Record Date next preceding the corresponding Interest Payment Date. The Company shall make all interest, premium, if any, Any such interest (including Contingent Interest and Additional Interest, if any) not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may be paid (a) to the Person in whose name the Notes are registered at the close of business on a Special Record Date for the payment of such defaulted interest (including Contingent Interest and Additional Interest, if any) to be fixed by the Company, notice of which shall be given to the Holders not less than 10 calendar days prior to such Special Record Date or (b) at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange. The Holder must surrender the Notes to the Paying Agent to collect payment of principal. Payment of cash interest (including Contingent Interest and Additional Interest, if any) on Certificated Securities in the aggregate principal amount of $5,000,000 or less shall be made by check mailed to the address of the Person entitled thereto as such address appears in the Register, and payment of cash interest (including Contingent Interest and Additional Interest, if any) on Certificated Securities in aggregate principal amount in excess of $5,000,000 shall be made by wire transfer in immediately available funds if requested in writing by the Holder, otherwise by check mailed to the address of the Holder. Notwithstanding the foregoing, so long as the Notes are registered in the name of a Depositary or its nominee, all payments with respect to the Notes shall be made by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company account of the Depositary or its nominee. At the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder Stated Maturity, interest (including Contingent Interest and Additional Interest, if any) on or prior to the applicable record date. All other payments on Notes Certificated Securities will be made payable at the office or agency of the Trustee, Registrar, Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth Conversion Agent as described in the register of HoldersSection 6.5 herein.

Payment of Notes. The Company Issuers shall pay or cause to be paid the principal of or premium, if any, and interest and Additional Interest, if any, or interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this Indenture. Principal, premium, if any, and interest and Additional Interest, if any, shall be considered paid on the date due if the Paying Agent, if other than the Company Issuers or a Subsidiary thereof, holds as of 11:00 10:00 a.m. Eastern Time (New York City time) on the due date money deposited by the Company Issuers in immediately available funds and designated for and sufficient to pay all principal of or premium, if any, and interest and Additional Interest, if any, or interest on the Notes then due. The Company Issuers shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the a Registration Rights Agreement at the location specified in the NotesAgreement. The Company Issuers shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at the rate equal to time on demand at 1% per annum in excess of the then applicable interest rate on the NotesNotes to the extent lawful; it they shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, Interest (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company Issuers shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder effect and reasonably satisfactory on or prior to the applicable record date. All other payments on Notes will shall be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects Issuers elect to make interest payments by check mailed to the Holders at their address set forth in the register of Holders. Payments in respect of Notes represented by a Global Note (including interest, premium, if any, Additional Interest, if any, and principal payments) shall be made by wire transfer of immediately available funds to the accounts specified by DTC.

Payment of Notes. The Company Revel shall pay or cause to be paid the principal of or of, premium, if any, Additional Interest, if any, or and interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional Interest, if any, shall be considered paid on the date due if the Paying Agent, if other than the Company Revel or a Subsidiary thereof, holds as of 11:00 10:00 a.m. Eastern Time on the due date money deposited by the Company Revel in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interestand interest then due. On any interest payment date on which Revel pays PIK Interest (a “PIK Payment”) with respect to a Note, if anythe Trustee shall (i) in the case of a Global Note, increase the principal amount of such Global Note by an amount equal to the interest payable, rounded up to the nearest $1,000, or (ii) in the case of a Definitive Note, by issuing PIK Notes to the Holder of such Definitive Note, in an amount equal to the interest payable, rounded down to the nearest whole dollar, in each case for the relevant interest period on the principal amount of such Note as of the relevant record date for such interest payment date, to the credit of the Holders on such record date and an adjustment shall be made on the books and records of the Trustee with respect to such Note to reflect such increase. On any interest payment date on which Revel makes a PIK Payment by issuing Definitive Notes (a “PIK Note”), the principal amount of any such PIK Note issued to any Holder, for the relevant interest period as of the relevant record date for such interest payment date, shall be rounded down to the nearest whole dollar. PIK Interest shall be considered paid on the date due if on such date the Trustee has received (i) a written order from Revel signed by one Officer to increase the balance of any Global Note to reflect such PIK Interest or (ii) PIK Notes duly executed by Revel together with a written order of Revel signed by one Officer requesting the authentication of such PIK Notes by the Trustee. Revel shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes to the extent lawful; they shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful. Any references in this Indenture to “interest” the due shall be deemed to include any Special Interest then duedue pursuant to the provisions of the Registration Rights Agreement. The Company Revel shall pay all Additional Special Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the then applicable interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of HoldersAgreement.

Payment of Notes. The Company Issuer shall pay or cause to be paid the principal of or of, premium, if any, Additional Interest, if any, or and interest on the Notes on the dates, at the location dates and in the manner provided in the Notes. As provided in the Notes, for the Interest Period from and including December 1, 2015 to but excluding June 1, 2016, the Issuer shall pay interest on the Notes entirely as a PIK Payment. For any Interest Period from June 1, 2016 through maturity, the Issuer, may, at its option, elect to pay interest on the Notes (i) entirely as Cash Interest, (ii) entirely as a PIK Payment or (iii) 50% as Cash Interest and this Indenture50% as a PIK Payment. The Issuer must elect the form of interest payment with respect to each Interest Period by delivering a notice to the Trustee at least two Business Days prior to the last day of such Interest Period. Principal, premium, if any, interest and Additional Interest, if any, Cash Interest shall be considered paid on the date due if the Paying Agent, if other than the Company Issuer, a Guarantor or an Affiliate of the Issuer or a Subsidiary thereofGuarantor, holds as of 11:00 a.m. Eastern Time New York City time, on the due date money deposited by the Company Issuer in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interest, if any, or interest on the Notes and Cash Interest then due. The Company PIK Interest shall pay all Additional Interest, be considered paid on the date due if anythe Trustee is directed on or prior to such date to issue PIK Notes or increase the principal amount of the Notes, in each case in an amount equal to the same manner on amount of the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notesapplicable PIK Interest. The Company Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at the rate equal to time on demand at the then applicable interest rate on the NotesNotes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders.

Payment of Notes. The Company shall will pay or cause to be paid the principal of or of, premium, if any, Additional Intereston, and interest, if any, or interest on on, the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, interest and Additional Interestinterest, if any, shall will be considered paid on the date due if the Trustee or the Paying Agent, if other than the Company or a Subsidiary thereofof the Company, holds as of 11:00 a.m. 12:00 p.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interestand interest, if any, then due; provided, that, to the extent such deposit is received by the Trustee or interest the Paying Agent after 12:00 p.m. Eastern Time on any such due date, such deposit will be deemed deposited on the Notes then duenext Business Day. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at a rate that is equal to time on demand at the then applicable interest rate on the NotesNotes to the extent lawful; it shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interestinterest, if any, any (without regard to any applicable grace period) from time to time on demand ), at the same rate to the extent lawful. The Company may at any time, for the purpose of obtaining satisfaction and discharge with respect to the Notes or for any other purpose, pay, or direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall make be released from all interestfurther liability with respect to such money. Subject to any applicable abandoned property law, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, Additional Interestor interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and principal payments by wire transfer of immediately available funds to any Holder who payable shall have given written directions be paid to the Company on its request, or (if then held by the Paying Agent to make Company) shall be discharged from such payments by wire transfer pursuant to trust; and the wire transfer instructions supplied Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or the such Paying Agent by with respect to such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency trust money, and all liability of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holdersas trustee thereof, shall thereupon cease.

Payment of Notes. The Company shall pay or cause to be paid the principal of or premium, if any, Additional Interest, if any, or interest on the Notes as provided in the Notes. The Company shall promptly make all payments in respect of the Notes on the dates, at the location dates and in the manner provided in the Notes and or pursuant to this Indenture. PrincipalPrincipal Amount, premiumPurchase Price and Fundamental Change Purchase Price and accrued and unpaid interest, if any, interest Additional Amounts and Additional Interest, if any, shall be considered paid on the applicable date due if by 11:00 a.m., New York City time, on such date the Paying AgentAgent holds, in accordance with this Indenture, cash or securities, if other than the Company or a Subsidiary thereofpermitted hereunder, holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or premium, if any, Additional Interest, if any, or interest on the Notes such amounts then due. The Company shall pay all Additional Interestshall, if anyto the fullest extent permitted by law, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the then applicable interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest interest, Additional Amounts and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate borne by the Notes per annum plus 1%. All references in this Indenture or the Notes to the extent lawful. The Company shall make all interestinterest shall, premiumwithout duplication, if any, be deemed to include Additional Amounts and Additional Interest, if any, payable pursuant to the Registration Rights Agreement. If at any time Additional Interest becomes payable by the Company pursuant to the Registration Rights Agreement, the Company shall promptly deliver to the Trustee a certificate to that effect and stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable pursuant to the terms of the Registration Rights Agreement. Unless and until a Responsible Officer of the Trustee receives such a certificate, the Trustee may assume without inquiry that no Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee a certificate setting forth the particulars of such payment. Each payment of the principal of and interest, Additional Amounts and Additional Interest, if any, on the Notes due in cash shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Subject to Section 4.1 and Section 5.1, the Company shall pay interest, Additional Amounts and Additional Interest, if any, on the Notes to the Person in whose name the Notes are registered at the close of business on the Regular Record Date next preceding the corresponding 39 Interest Payment Date. Any such interest, Additional Amounts and Additional Interest, if any, not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may be paid (a) to the Person in whose name the Notes are registered at the close of business on a Special Record Date for the payment of such defaulted interest, Additional Amounts and Additional Interest, if any, to be fixed by the Trustee, notice whereof shall be given to the Holders not less than 10 calendar days prior to such Special Record Date or (b) at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange. The Holder must surrender the Notes to the Paying Agent to collect payment of principal. Payment of cash interest, Additional Amounts and Additional Interest, if any, on Certificated Securities in the aggregate principal amount of $5,000,000 or less shall be made by check mailed to the address of the Person entitled thereto as such address appears in the Register, and payment of cash interest, Additional Amounts and Additional Interest, if any, on Certificated Securities in aggregate principal amount in excess of $5,000,000 shall be made by wire transfer in immediately available funds at the election of such Holder. Notwithstanding the foregoing, so long as the Notes are registered in the name of a Depositary or its nominee, all payments with respect to the Notes shall be made by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company account of the Depositary or its nominee. At the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder Stated Maturity, interest, Additional Amounts and Additional Interest, if any, on or prior to the applicable record date. All other payments on Notes Certificated Securities will be made payable at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth described in the register of HoldersSection 6.5.

Payment of Notes. The Company shall will pay or cause to be paid the principal of or of, premium, if any, Additional Intereston, and interest, if any, or interest on on, the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, interest and Additional Interestinterest, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereofof the Company, holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interestand interest, if any, or interest on the Notes then due. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at a rate that is equal to time on demand at the then applicable interest rate on the NotesNotes plus 2.000% to the extent lawful; it shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interestinterest, if any, any (without regard after giving effect to any the applicable grace period) from time to time on demand period in Section 6.01(a)), at the same rate to the extent lawful. The Company may at any time, for the purpose of obtaining satisfaction and discharge with respect to the Notes or for any other purpose, pay, or direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall make be released from all interestfurther liability with respect to such money. Subject to any applicable abandoned property law, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, Additional Interestor interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and principal payments by wire transfer of immediately available funds to any Holder who payable shall have given written directions be paid to the Company on its request, or (if then held by the Paying Agent to make Company) shall be discharged from such payments by wire transfer pursuant to trust; and the wire transfer instructions supplied Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or the such Paying Agent by with respect to such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency trust money, and all liability of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holdersas trustee thereof, shall thereupon cease.

Payment of Notes. The Company shall pay or cause to be paid the principal of or premium, if any, Additional Interest, if any, or interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, interest and Additional Interest, if any, shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 a.m. Eastern Time (New York City time) on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or premium, if any, Additional Interest, if any, or interest on the Notes then due. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the NotesAgreement. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at the rate equal to time on demand at the then applicable interest rate on the NotesNotes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, Interest (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will shall be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders. Payments in respect of Notes represented by a Global Note (including interest, premium, if any, Additional Interest, if any, and principal payments) shall be made by wire transfer of immediately available funds to the accounts specified by DTC.

Payment of Notes. The Company shall pay or cause to be paid the principal of or of, premium, if any, and interest and Additional Interest, if any, or interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional Interest, if any, shall be considered paid on the date due if the Paying AgentAgent or Trustee, if other than the Company or a Subsidiary thereof, holds as of 11:00 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, and interest and Additional Interest, if any, or interest on the Notes then due. The Company shall pay all Additional InterestIf the maturity date, Interest Payment Date or any other payment date of the Notes falls on a day that is not a Business Day, the required payment of principal, premium, if any, in the same manner and interest will be made on the dates next succeeding Business Day as if made on the date such payment was due, and in no interest will accrue on such payment for the amounts set forth in period from and after the Registration Rights Agreement at maturity date to the location specified in date of such payment on the Notesnext succeeding Business Day. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at the rate equal to time on demand at 1% per annum in excess of the then applicable interest rate on the NotesNotes to the extent lawful; if applicable, it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. If Additional Interest is payable on the Notes, the Company shall make all interest, premium, if any, provide an Officers’ Certificate to the Trustee on or before the record date for each Interest Payment Date such Additional Interest, if any, Interest is payable setting forth the accrual period and principal payments by wire transfer the amount of immediately available funds such Additional Interest in reasonable detail. The Trustee may provide a copy of such Officers’ Certificate or other notice received from the Company relating to Additional Interest to any Holder who shall have given written directions upon request. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company or the Paying Agent to make such payments by wire transfer pursuant shall deliver to the wire transfer instructions supplied to Trustee an Officers’ Certificate setting forth the Company or the Paying Agent by particulars of such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holderspayment.

Payment of Notes. The Company shall Issuer will pay or cause to be paid the principal of or premiumof, premium on, if any, interest and Additional InterestAmounts, if any, or interest on on, the Notes on the dates, at the location dates and in the manner provided in the Notes and this Indenture. Principal, premium, if any, interest and Additional InterestAmounts, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 no later than 10:00 a.m. Eastern Time (London time) on the each due date money deposited by the Company Issuer in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, and interest and Additional InterestAmounts, if any, then due and the Paying Agent is not prohibited from paying such moneys to the Holders pursuant to the terms of this Indenture. If the Issuer, the Company or interest on any of the Notes then due. The Company shall pay all Additional InterestCompany’s Subsidiaries acts as Paying Agent, principal of, premium on, if any, in the same manner interest and Additional Amounts, if any, on the dates and in Notes, shall be considered paid on the amounts set forth in due date if the Registration Rights Agreement at the location specified in the Notesentity acting as Paying Agent complies with Section 2.04. The Company shall Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum higher than the then applicable interest rate on the Notes; it shall Notes to the extent lawful. The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional InterestAmounts, if any, any (without regard to any applicable grace period) from time to time on demand ), at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders.

Payment of Notes. The Company shall Issuer will pay or cause to be paid the principal of or of, premium, if any, and interest and Additional Amounts, if any, and Additional Interest, if any, or interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this Indenturethe Paying Agency Agreement. Principal, premium, if anyinterest, interest Additional Amounts and Additional Interest, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company Issuer or a Restricted Subsidiary thereof, holds as of 11:00 10:00 a.m. Eastern Time on the due date money deposited by the Company Issuer in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interest, if any, or and interest on the Notes then due. The Company shall Issuer will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in and the Notes. Principal of, interest and premium, Additional Amounts and Additional Interest, if any, on Global Notes will be payable at the corporate trust office or agency of the Principal Paying Agent maintained in the Borough of Manhattan, New York, New York for such purposes. All payments on the Global Notes will be made by transfer of immediately available funds to an account of the Holder of the Global Notes in accordance with instructions given by that Holder. Principal of, interest and premium, Additional Amounts, if any, and Additional Interest, if any, on any Definitive Registered Notes will be payable at the corporate trust office or agency of any Paying Agent in any location required to be maintained for such purposes pursuant to Section 2.03 hereof. In addition, interest and Additional Interest on Definitive Registered Notes may be paid by check mailed to the person entitled thereto as shown on the Register for such Definitive Registered Notes. The Company shall Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at the rate equal to time on demand at 1% per annum in excess of the then applicable interest rate on the NotesNotes to the extent lawful; it shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Amounts, if any, and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders.

Payment of Notes. The Company shall will pay or cause to be paid the principal of or of, premium, if any, Additional Intereston, and interest, if any, or interest on on, the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, interest and Additional Interestinterest, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereofof the Company, holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interestand interest, if any, or interest on the Notes then due. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at a rate that is equal to time on demand at the then applicable interest rate on the NotesNotes to the extent lawful; it shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interestinterest, if any, any (without regard to any applicable grace period) from time to time on demand ), at the same rate to the extent lawful. The Company may at any time, for the purpose of obtaining satisfaction and discharge with respect to the Notes or for any other purpose, pay, or direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall make be released from all interestfurther liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, Additional Interestor interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and principal payments by wire transfer of immediately available funds to any Holder who payable shall have given written directions be paid to the Company on its request, or (if then held by the Paying Agent to make Company) shall be discharged from such payments by wire transfer pursuant to trust; and the wire transfer instructions supplied Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or the such Paying Agent by with respect to such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency trust money, and all liability of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holdersas Trustee thereof, shall thereupon cease.

Payment of Notes. The Company Issuer agrees that it shall promptly pay or cause to be paid paid, on or prior to 10:00 a.m., New York City time, the principal of or premiumof, premium (if any, Additional Interest, if any, or ) and interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and in this Indenture. PrincipalAn installment of principal, premium, premium (if any, ) and interest and Additional Interest, if any, shall be considered paid on the date due if on such date the Paying Agent, if other than the Company Issuer or a Subsidiary thereofone of its Wholly Owned Subsidiaries, holds as of 11:00 a.m. Eastern Time on the due date 12:00 p.m. New York City time money deposited by the Company Issuer in immediately available funds and designated for and sufficient to pay all principal of or premiumprincipal, premium (if any, Additional Interest, if any, or ) and interest then due and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the Notes then dueterms of this Indenture. The Company Issuer shall pay all Additional Interest, Special Interest (if any, ) in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the NotesAgreement. The Company Issuer shall pay interest (including post-post petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand of the Notes at the then applicable interest rate on specified therefor in the Notes; it , and shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on the Notes at the rate on overdue installments of interest and Additional Interest, Special Interest (if any, ) (without regard to any applicable grace period) from time to time on demand at the same rate borne by the Notes to the extent lawful. The Company shall make all interestIssuer will be responsible for making calculations called for under the Notes, including but not limited to determination of redemption price, premium, if any, Additional Interestand any additional amounts or other amounts payable on the Notes. The Issuer will make the calculations in good faith and, if anyabsent manifest error, its calculations will be final and binding on the Holders. The Issuer will provide a schedule of its calculations to the Trustee when requested by the Trustee, and principal payments by wire transfer of immediately available funds the Trustee is entitled to any Holder who shall have given written directions to rely conclusively on the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency accuracy of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of HoldersIssuer’s calculations without independent verification.

Payment of Notes. The Company Issuers shall pay or cause to be paid the principal of or of, premium, if any, Additional Interestand interest and Liquidated Damages, if any, or interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional InterestLiquidated Damages, if any, shall be considered paid on the date due if the Paying Agent, if other than the Company Issuers or a Subsidiary one of its Subsidiaries thereof, holds as of 11:00 10:00 a.m. Eastern New York City Time on the due date money deposited by the Company Issuers in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interestand interest and Liquidated Damages, if any, or interest on the Notes then due. The Company Issuers shall pay all Additional InterestLiquidated Damages, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the NotesAgreement. The Company Issuers shall pay interest (including post-petition interest in any proceeding under any the Bankruptcy LawCode) on overdue principal and premium, if any, from time to time on demand at the then applicable interest rate borne on the NotesNotes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any the Bankruptcy LawCode) on overdue installments of interest and Additional InterestLiquidated Damages, if any, any (without regard to any applicable grace period) from time to time on demand ), at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments If Liquidated Damages are payable by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer Issuers pursuant to the wire transfer instructions supplied Registration Rights Agreement, the Issuers shall deliver to the Company or Trustee an Officers’ Certificate to that effect stating (i) the Paying Agent by amount of such Holder Liquidated Damages that are payable and (ii) the date on or prior which such damages are payable. Unless and until a Responsible Officer of the Trustee receives such an Officers’ Certificate, the Trustee may assume without inquiry that no Liquidated Damages are payable. If the Issuers have paid Liquidated Damages directly to the applicable record date. All other payments on Notes will be made at persons entitled to them, the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed Issuers shall deliver to the Holders at their address set Trustee a certificate setting forth in the register particulars of Holderssuch payment.

Payment of Notes. The Company shall Issuer will pay or cause to be paid the principal of or premiumof, premium on, if any, interest and Additional InterestAmounts, if any, or interest on on, the Notes on the dates, at the location dates and in the manner provided in the Notes and this Indenture. Principal, premium, if any, interest and Additional InterestAmounts, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company Parent Guarantor or a Subsidiary thereofof the Parent Guarantor, holds as of 11:00 a.m. Eastern 12:00 p.m. London Time on one Business Day prior to the due date money deposited by the Company Issuer in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, and interest and Additional InterestAmounts, if any, or interest on the Notes then due. The Company shall pay all Additional InterestIf the Parent Guarantor or any of its Subsidiaries acts as Paying Agent, principal, premium, if any, in the same manner interest and Additional Amounts, if any, shall be considered paid on the dates due date if the entity acting as Paying Agent complies with Section 2.14. Principal of, interest, premium and in Additional Amounts, if any, on the amounts set forth in the Registration Rights Agreement Notes will be payable at the corporate trust office or agency of the Paying Agent maintained in London, for such purposes. All payments on the Global Notes will be made by transfer of immediately available funds to an account of the Holder of the Global Notes in accordance with instructions given by that Xxxxxx. Principal of, interest, premium and Additional Amounts, if any, on any Definitive Registered Notes will be payable at the corporate trust office or agency of any Paying Agent in any location specified in required to be maintained for such purposes pursuant to Section 2.03. In addition, interest on Definitive Registered Notes may be paid by check mailed to the person entitled thereto as shown on the Register for such Definitive Registered Notes. The Company shall Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 2% per annum higher than the then applicable interest rate on the Notes; it shall Notes to the extent lawful. The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional InterestAmounts, if any, any (without regard to any applicable grace period) from time to time on demand ), at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders.