Common use of Certain Conversions and Repurchases Deemed Payment Clause in Contracts

Certain Conversions and Repurchases Deemed Payment. For the -------------------------------------------------- purposes of this Article only, (i) the issuance and delivery of junior securities upon conversion of Securities in accordance with Article XII or upon the repurchase of Securities in accordance with Article XIV shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest (including Liquidated Damages, if any) on Securities or on account of the purchase or other acquisition of Securities, and (ii) the payment, issuance or delivery of cash (except in satisfaction of fractional shares pursuant to Section 12.3), property or securities (other than junior securities) upon conversion of a Security shall be deemed to constitute payment on account of the principal of such Security. For the purposes of this Section, the term "junior securities" means (a) shares of any stock of any class of the Company and securities into which the Securities are convertible pursuant to Article XII and (b) securities of the Company which are subordinated in right of payment to all Senior Indebtedness which may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article XII or to exchange such Security for Common Stock in accordance with Article XIV if the Company elects to satisfy the obligations under Article XIV by the delivery of Common Stock.

Certain Conversions and Repurchases Deemed Payment. For the -------------------------------------------------- purposes of this Article XIII only, (i) the issuance and delivery of junior securities upon conversion of Securities in accordance with Article XII or upon the repurchase of Securities in accordance with Article XIV shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest (including Liquidated DamagesSpecial Interest, if any) on Securities or on 102 account of the purchase or other acquisition of Securities, and (ii) the payment, issuance or delivery of cash (except in satisfaction of fractional shares pursuant to Section 12.312.3 or 14.3(7)), property or securities (other than junior securities) upon conversion of a Security shall be deemed to constitute payment on account of the principal of such Security. For the purposes of this Section, the term "junior securities" means (a) shares of any stock of any class of the Company and securities into which the Securities are convertible pursuant to Article XII and (b) securities of the Company which are subordinated in right of payment to all Senior Indebtedness which Debt that may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this ArticleArticle XIII. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness Debt and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article XII or to exchange such Security for Common Applicable Stock in accordance with Article XIV if the Company elects to satisfy the obligations under Article XIV by the delivery of Common Applicable Stock.

Certain Conversions and Repurchases Deemed Payment. For the -------------------------------------------------- purposes of this Article Eleven only, (ia) the issuance and delivery of junior securities upon conversion of Securities in accordance with Article XII Ten or upon the repurchase of Securities in accordance with Article XIV Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest (including or Liquidated Damages, if any) Damages on Securities or on account of the purchase or other acquisition of Securities, and (iib) the payment, issuance or delivery of cash (except in satisfaction of fractional shares pursuant to Section 12.3)cash, property or securities (other than junior securities) upon conversion of a Security shall be deemed to constitute payment on account of the principal of such Security. For the purposes of this SectionSection 11.11, the term "junior securities" means (a1) shares of any stock of any class of the Company and any cash, property or securities into which the Securities are convertible pursuant to Article XII Ten and (b2) securities of the Company which that are subordinated in right of payment to all Senior Indebtedness which Debt that may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this ArticleArticle Eleven. Nothing contained in this Article Eleven or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness Debt and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article XII Ten or to exchange such Security for Common Stock in accordance with Article XIV Twelve if the Company elects to satisfy the obligations under Article XIV Twelve by the delivery of Common Stock.. ARTICLE TWELVE

Certain Conversions and Repurchases Deemed Payment. For the -------------------------------------------------- purposes of this Article only, (i) the issuance and delivery of junior securities upon conversion of Securities in accordance with Article XII VIII or upon the repurchase of Securities in accordance with Article XIV X shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest (including Liquidated Damages, if any) on Securities or on account of the purchase or other acquisition of Securities, and (ii) the payment, issuance or delivery of cash (except in satisfaction of fractional shares pursuant to Section 12.38.3), property or securities (other than junior securities) upon conversion of a Security shall be deemed to constitute payment on account of the principal of such Security. For the purposes of this Section, the term "junior securities" means (a) shares of any stock of any class of the Company and securities into which the Securities are convertible pursuant to Article XII VIII and (b) securities of -44- the Company which are subordinated in right of payment to all Senior Indebtedness which may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. Nothing contained in this Article or elsewhere in this Supplemental Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article XII VIII or to exchange such Security for Common Stock in accordance with Article XIV X if the Company elects to satisfy the obligations under Article XIV X by the delivery of Common Stock.

Certain Conversions and Repurchases Deemed Payment. For the -------------------------------------------------- purposes of this Article only, (i1) the issuance and delivery of junior securities upon conversion of Securities in accordance with Article XII or upon Eleven of the repurchase of Securities in accordance with Article XIV Indenture shall not be deemed to constitute a payment or distribution on account of the principal Parent's obligations under Section 3.1 of or premium or interest (including Liquidated Damages, if any) on Securities or on account of the purchase or other acquisition of Securitiesthis First Supplemental Indenture, and (ii2) the payment, issuance or delivery of cash (except in satisfaction of fractional shares pursuant to Section 12.3)cash, property or securities (other than junior securities) upon conversion of a Security shall be deemed to constitute payment on account of the principal of such SecurityParent's obligations under Section 3.1 of this First Supplemental Indenture. For the purposes of this Section, the term "junior securities" means (a) shares of any stock of any class of the Company Parent and any cash, property or securities into which the Securities are convertible pursuant to Article XII II of this First Supplemental Indenture and Article Eleven of the Indenture and (b) securities of the Company which are subordinated in right of payment to all Parent Senior Indebtedness Debt which may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Securities Parent's obligations pursuant to Section 3.1 of this First Supplemental Indenture are so subordinated as provided in this Article. Nothing contained in this Article or elsewhere in this First Supplemental Indenture, in the Indenture or in the Securities is intended to or shall impair, as among the CompanyParent, its creditors other than holders of Parent Senior Indebtedness Debt and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article XII or to exchange such Security for Common Stock in accordance with II of this First Supplemental Indenture and Article XIV if Eleven of the Company elects to satisfy the obligations under Article XIV by the delivery of Common Stock.Indenture. ARTICLE FIVE