IS PUNCTUALLY PAID OR DULY
PROVIDED FOR, ON ANY INTEREST PAYMENT DATE SHALL BE PAID TO THE PERSON IN WHOSE
NAME THAT SECURITY IS REGISTERED AT THE CLOSE OF BUSINESS ON THE REGULAR RECORD
DATE FOR SUCH INTEREST AT THE OFFICE OR AGENCY OF THE COMPANY MAINTAINED FOR
SUCH PURPOSE.
PRINCIPAL, INTEREST, FUNDAMENTAL CHANGE PURCHASE PRICE AND
ADDITIONAL INTEREST, IF ANY, IN EACH CASE IF PAYABLE, SHALL BE CONSIDERED PAID
ON THE APPLICABLE DATE DUE IF ON SUCH DATE THE TRUSTEE OR THE PAYING AGENT
HOLDS, IN ACCORDANCE WITH THIS INDENTURE, MONEY SUFFICIENT TO PAY ALL SUCH
AMOUNTS THEN DUE.
THE COMPANY SHALL, TO THE FULLEST EXTENT PERMITTED BY LAW,
PAY INTEREST IN IMMEDIATELY AVAILABLE FUNDS ON OVERDUE PRINCIPAL AMOUNT AND
INTEREST AT THE ANNUAL RATE BORNE BY THE SECURITIES COMPOUNDED SEMIANNUALLY,
WHICH INTEREST SHALL ACCRUE FROM THE DATE SUCH OVERDUE AMOUNT WAS ORIGINALLY DUE
TO THE DATE PAYMENT OF SUCH AMOUNT, INCLUDING INTEREST THEREON, HAS BEEN MADE OR
DULY PROVIDED FOR.
ALL SUCH INTEREST SHALL BE PAYABLE ON DEMAND.
(B)
PAYMENT OF THE PRINCIPAL OF AND INTEREST, IF
ANY, ON THE SECURITIES SHALL BE MADE AT THE OFFICE OR AGENCY OF THE COMPANY
MAINTAINED FOR THAT PURPOSE IN THE BOROUGH OF MANHATTAN, THE CITY OF NEW YORK
(WHICH SHALL INITIALLY BE AT THE ADDRESS SET FORTH IN SECTION 2.03(C)) OR AT THE
CORPORATE TRUST OFFICE OF THE TRUSTEE 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; PROVIDED, HOWEVER, THAT AT THE OPTION OF THE COMPANY
PAYMENT OF INTEREST MAY BE MADE BY CHECK MAILED TO THE ADDRESS OF THE PERSON
ENTITLED THERETO AS SUCH ADDRESS APPEARS IN THE REGISTER; PROVIDED FURTHER THAT
A HOLDER WITH AN AGGREGATE PRINCIPAL AMOUNT IN EXCESS OF $2,000,000 WILL BE PAID
BY WIRE TRANSFER IN IMMEDIATELY AVAILABLE FUNDS AT THE ELECTION OF SUCH HOLDER
IF SUCH HOLDER HAS PROVIDED WIRE TRANSFER INSTRUCTIONS TO THE TRUSTEE AT LEAST
10 BUSINESS DAYS PRIOR TO THE PAYMENT DATE.
ANY WIRE TRANSFER INSTRUCTIONS
RECEIVED BY THE TRUSTEE WILL REMAIN IN EFFECT UNTIL REVOKED BY THE HOLDER.
SECTION 5.02
SEC AND OTHER REPORTS.
(A)
THE COMPANY SHALL FILE ALL REPORTS AND
OTHER INFORMATION AND DOCUMENTS WHICH IT IS REQUIRED TO FILE WITH THE SEC
PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT, AND WITHIN 15 DAYS AFTER IT
FILES THEM WITH THE SEC, THE COMPANY SHALL FILE COPIES OF ALL SUCH REPORTS,
INFORMATION AND OTHER DOCUMENTS WITH THE TRUSTEE; PROVIDED THAT ANY SUCH
REPORTS, INFORMATION AND DOCUMENTS FILED WITH THE SEC PURSUANT TO ITS ELECTRONIC
DATA GATHERING, ANALYSIS AND RETRIEVAL (OR EDGAR) SYSTEM SHALL BE DEEMED TO BE
FILED WITH THE TRUSTEE.
THE COMPANY ALSO SHALL COMPLY WITH THE PROVISIONS OF
TIA SECTION 314(A).
(B)
DELIVERY OF SUCH REPORTS, INFORMATION AND
DOCUMENTS TO THE TRUSTEE IS FOR INFORMATIONAL PURPOSES ONLY AND THE TRUSTEE'S
RECEIPT OF SUCH SHALL NOT CONSTITUTE CONSTRUCTIVE NOTICE OF ANY INFORMATION
CONTAINED THEREIN OR DETERMINABLE