TRUSTEE.
(D)
PAYMENTS OF INTEREST ON THE SECURITIES SHALL INCLUDE INTEREST
ACCRUED TO BUT EXCLUDING THE RESPECTIVE INTEREST PAYMENT DATES.
THE AMOUNT OF
INTEREST PAYABLE SHALL BE COMPUTED AND PAID ON THE BASIS OF A 360-DAY YEAR OF
TWELVE 30-DAY MONTHS AND THE AMOUNT PAYABLE FOR ANY PARTIAL PERIOD SHALL BE
COMPUTED ON THE BASIS OF THE NUMBER OF DAYS ELAPSED IN THE RELEVANT INTEREST
PERIOD.
(E)
PAYMENT OF PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE
SECURITIES SHALL BE MADE 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.
PAYMENTS OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST DUE AT THE
MATURITY OF SUCH SECURITIES SHALL BE MADE AT THE PLACE OF PAYMENT UPON SURRENDER
OF SUCH SECURITIES TO THE PAYING AGENT AND PAYMENTS OF INTEREST SHALL BE MADE
SUBJECT
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TO SUCH SURRENDER WHERE APPLICABLE, BY WIRE TRANSFER AT SUCH PLACE AND TO SUCH
ACCOUNT AT A BANKING INSTITUTION IN THE UNITED STATES AS MAY BE DESIGNATED IN
WRITING TO THE PAYING AGENT AT LEAST TEN (10) BUSINESS DAYS PRIOR TO THE DATE
FOR PAYMENT BY THE PERSON ENTITLED THERETO UNLESS PROPER WRITTEN TRANSFER
INSTRUCTIONS HAVE NOT BEEN RECEIVED BY THE RELEVANT RECORD DATE, IN WHICH CASE
SUCH PAYMENTS SHALL BE MADE BY CHECK MAILED TO THE ADDRESS OF SUCH PERSON AS
SUCH ADDRESS SHALL APPEAR IN THE SECURITY REGISTER.
(F)
THE PARTIES HERETO ACKNOWLEDGE AND AGREE THAT THE HOLDERS OF THE
SECURITIES HAVE CERTAIN RIGHTS TO DIRECT THE COMPANY TO MODIFY THE INTEREST
PAYMENT DATES AND CORRESPONDING REDEMPTION DATE AND STATED MATURITY OF THE
SECURITIES OR A PORTION OF THE SECURITIES PURSUANT TO THE EXCHANGE AGREEMENT.
IN THE EVENT ANY SUCH MODIFICATIONS ARE MADE TO THE SECURITIES OR A PORTION OF
THE SECURITIES, APPROPRIATE CHANGES TO THE FORM OF SECURITY SET FORTH IN
ARTICLE II HEREOF SHALL BE MADE PRIOR TO THE ISSUANCE AND AUTHENTICATION OF NEW
OR REPLACEMENT SECURITIES.
ANY SUCH MODIFICATION OF THE INTEREST PAYMENT DATE
AND CORRESPONDING REDEMPTION DATE AND STATED MATURITY WITH RESPECT TO ANY
SECURITIES OR TRANCHE OF SECURITIES SHALL NOT REQUIRE OR BE SUBJECT TO THE
CONSENT OF THE TRUSTEE.
(G)
SUBJECT TO THE FOREGOING PROVISIONS OF THIS SECTION 3.1, EACH
SECURITY DELIVERED UNDER THIS INDENTURE UPON TRANSFER OF OR IN EXCHANGE FOR OR
IN LIEU OF ANY OTHER SECURITY SHALL CARRY THE RIGHTS TO INTEREST ACCRUED AND
UNPAID, AND TO ACCRUE, THAT WERE CARRIED BY SUCH OTHER SECURITY.
(H)
NOTWITHSTANDING THE FOREGOING, SO LONG AS NO EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING, THE COMPANY SHALL HAVE THE RIGHT, AT ANY TIME AND
FROM TIME TO TIME DURING THE TERM OF THIS SECURITY, TO DEFER THE PAYMENT OF
INTEREST ON THE SECURITIES FOR A PERIOD OF UP TO FOUR (4) CONSECUTIVE INTEREST
PERIODS (EACH SUCH PERIOD, AN "EXTENSION PERIOD"), DURING WHICH EXTENSION
PERIOD(S), THE COMPANY SHALL HAVE THE RIGHT TO MAKE NO PAYMENTS OR PARTIAL
PAYMENTS OF INTEREST ON ANY