Common use of PIK Interest Clause in Contracts

PIK Interest. For any interest period the Company may elect to pay all or any portion of interest in kind (“PIK Interest”) on the then outstanding principal amount of the Notes (a “PIK Payment”) by (a) in the case of interest on any Global Note, by increasing the principal amount of such Global Note and (b) with respect to a Definitive Note, by issuing to the Holder of such Definitive Note an additional Definitive Note, the principal amount of which shall be rounded up to the nearest whole dollar (a “PIK Interest Note”). Notwithstanding anything to the contrary, the payment of accrued interest in connection with any redemption or repurchase of the Notes as described under Section 3.07 or 3.08 hereof will be made solely in cash. If the Company elects to pay interest on the Notes as a combination Cash Interest and PIK Interest, such Cash Interest and PIK Interest shall be paid on the Notes on a pro rata basis. In the event that the Company shall elect to pay PIK Interest for any interest period, then the Company shall deliver a notice to the Trustee and the Holders not less than five Business Days prior to the applicable record date for the relevant Interest Payment Date of the relevant interest period, which notice shall state the total amount of interest to be paid on such Interest Payment Date and the total amount of PIK Interest. Unless otherwise agreed between the Company and the Trustee, with respect to the payment of any PIK Interest, the Company shall deliver to the Trustee no later than two Business Days prior to the applicable Interest Payment Date, (a) with respect to Definitive Notes, the required amount of new Definitive Notes (rounded up to the nearest whole dollar) and an Authentication Order to authenticate and deliver such PIK Interest Notes on the relevant Interest Payment Date or (b) with respect to Global Notes, unless prohibited by the procedures of the Depositary, a written order from an Officer of the Company to the Trustee to increase the principal amount of the outstanding Global Note by an amount equal to the amount of PIK Interest for the applicable interest period (rounded up to the nearest whole dollar). Any PIK Interest Note shall, after being executed and authenticated pursuant to Section 2.02 hereof, be mailed to the Person entitled thereto as shown on the register for the Definitive Notes as of the relevant Record Date. Any PIK Payment shall be made in such form and on terms as specified in this Section 2.14, and the Company shall and the Trustee may take additional steps as necessary to effect such PIK Payment.

PIK Interest. For any As further set forth in Sections 1 and 2 of Exhibit A, interest period the Company may elect to pay all or any portion of interest in kind (“PIK Interest”) on the then First Lien Notes shall be partially payable in the form of PIK Interest on the then-outstanding principal amount of First Lien Notes. In connection with a PIK Payment in respect of the Notes First Lien Notes, the Company will, without the consent of Holders (a “PIK Payment”) by (a) in and without regard to any restrictions or limitations set forth under Sections 4.09 and 4.10), either increase the case of interest on any Global Note, by increasing the aggregate principal amount of such an outstanding Global Note or issue PIK Notes under this First Lien Indenture. Pursuant to this Section 2.14 and (b) with respect to a Definitive NoteSection 1 of Exhibit A, by issuing to the Holder and as further set forth in Section 4.01 and Section 2 of such Definitive Note an additional Definitive NoteExhibit A, the principal amount of which shall be rounded up to the nearest whole dollar (a “PIK Interest Note”). Notwithstanding anything to the contrary, the payment of accrued interest in connection with any redemption or repurchase of the Notes as described under Section 3.07 or 3.08 hereof will be made solely in cash. If the Company elects to pay interest on the Notes as a combination Cash Interest and PIK Interest, such Cash Interest and PIK Interest shall be paid on the Notes on a pro rata basis. In the event that the Company shall elect to pay PIK Interest for any interest period, then the Company shall deliver a notice to the Trustee and the Holders not less than five Business Days prior to the applicable record date for the relevant Interest Payment Date of the relevant interest period, which notice shall state the total amount of interest to be paid on such Interest Payment Date and the total amount of PIK Interest. Unless otherwise agreed between the Company and the Trustee, with respect to the payment of any PIK InterestRecord Date, the Company shall deliver to the Trustee no later than two Business Days prior to the applicable Interest Payment Date, (ai) with respect to Definitive Notes, the required amount of new Definitive Notes (rounded up to the nearest whole dollar) and an Authentication Order to authenticate and deliver such PIK Interest Notes on the relevant Interest Payment Date or (b) with respect to Global Notes, unless prohibited by the procedures of the Depositary, a written order from an Officer of the Company to the Trustee to increase the aggregate principal amount of an outstanding Global Note as a result of such PIK Payment in the amount set forth in such order or (ii) PIK Notes duly executed by the Company together with an Authentication Order pursuant to Section 2.02 requesting the authentication of such PIK Notes by the Trustee. On any Interest Payment Date on which the Company makes a PIK Payment by increasing the aggregate principal amount of an outstanding Global Note, the Trustee, or the Depositary at the direction of the Trustee, shall increase the outstanding aggregate principal amount of such Global Note by an amount equal to the amount of PIK Interest for the applicable interest period (payable, rounded up down to the nearest whole dollar). Any PIK Interest Note shall, after being executed and authenticated pursuant to Section 2.02 hereoffor the relevant interest period on the principal amount of such Global Note, be mailed to the Person entitled thereto as shown credit of the Holders on the relevant Record Date and an adjustment will be made on the register maintained with the Registrar with respect to such Global Note to reflect such increase and thereafter shall be part of the outstanding principal amount of the First Lien Notes for all purposes of this First Lien Indenture, the Security Documents and the First Lien/Second Lien/Third Lien Intercreditor Agreement. On any Interest Payment Date on which the Company makes a PIK Payment by issuing PIK Notes, the principal amount of such PIK Notes issued to any Holder, for the Definitive Notes relevant interest period as of the relevant Record Date for such Interest Payment Date, will be rounded down to the nearest whole dollar. For the avoidance of doubt, following the increase in the aggregate principal amount of any outstanding Global Note as a result of a PIK Payment, such Global Note will bear interest on such increased aggregate principal amount from and after the date of such PIK Payment at the rate applicable to the First Lien Notes in the manner set forth on Exhibit A. Any PIK Notes issued in the form of Definitive Notes will be dated as of the applicable Interest Payment Date and will bear interest from and after such date at the rate applicable to the First Lien Notes in the manner set forth on Exhibit A. All First Lien Notes issued pursuant to a PIK Payment will mature on August 15, 2027 and will be governed by, and subject to the terms, provisions and conditions of, this First Lien Indenture and shall have the same terms as the applicable Initial Notes, subject to the terms of Exhibit A. Any certificated PIK Notes will be issued with the description “THIS IS A PIK NOTE” on the face of such PIK Note, but shall be made in such form treated for all purposes under this First Lien Indenture with the same rights and on terms obligations as specified in this Section 2.14, and the Company shall and the Trustee may take additional steps as necessary to effect such PIK PaymentFirst Lien Notes.

PIK Interest. For any interest period the Company may elect to pay all or any portion of interest in kind (“PIK Interest”) on the then outstanding principal amount of the Notes (a “PIK Payment”) by (a) in the case of interest on any Global Note, by increasing the principal amount of such Global Note Note, rounded up to the nearest whole dollar and (b) with respect to a Definitive Physical Note, by issuing to the Holder of such Definitive Physical Note an additional Definitive Physical Note, the principal amount of which shall be rounded up to the nearest whole dollar (a “PIK Interest Note”). Notwithstanding anything The Company shall be deemed to the contrary, the payment of accrued have elected to pay all interest in connection with any redemption or repurchase of on the Notes as described under Section 3.07 or 3.08 hereof will be made solely in cash. If with PIK Interest unless (i) the Company elects to pay all such interest on in cash (“Cash Interest”) as described below or (ii) with respect to the Notes as a combination Cash Interest and PIK Interestfinal interest payment at the Maturity Date, such Cash Interest and PIK Interest which payment shall be paid on the Notes on a pro rata basisCash Interest. In the event that the Company shall elect to pay PIK Cash Interest for any interest period, then the Company shall deliver a notice to the Trustee and the Holders not less than five Business Days prior to the applicable record date for the relevant Interest Payment Date of the relevant interest period. Notwithstanding anything to the contrary, which notice shall state the total amount payment of accrued interest to in connection with any repurchase of the Notes as described under Article 3 hereof will be paid on such Interest Payment Date and the total amount of PIK Interestmade solely in cash. Unless otherwise agreed between the Company and the Trustee, with respect to the payment of any PIK Interest, the Company shall deliver to the Trustee no later than two Business Days prior to the applicable Interest Payment Date, (a) with respect to Definitive Physical Notes, the required amount of new Definitive Physical Notes (rounded up to the nearest whole dollar) and an Authentication a Company Order to authenticate for authentication and deliver delivery of such PIK Interest Notes on the relevant Interest Payment Date Date, and the Trustee in accordance with such Company order shall authenticate the PIK Interest Notes, or (b) with respect to Global Notes, unless prohibited by the procedures of the Depositary, a written order from an Officer of the Company to the Trustee Order to increase the principal amount of the outstanding Global Note as of the Regular Record Date for the applicable Interest Payment Date, by an amount equal to the amount of PIK Interest interest payable for the applicable interest period (rounded up to the nearest whole dollar), and an adjustment shall be made on the books and records of the Custodian to reflect such increase. Notwithstanding anything to the contrary, the Company shall not be required to deliver to the Trustee an Officer’s Certificate or Opinion of Counsel in connection with the issuance of any PIK Interest Notes or any increase in principal amount of a Global Note as a result of any PIK Payment. Any PIK Interest Note shall, after being executed and authenticated pursuant to Section 2.02 2.04 hereof, be mailed to the Person entitled thereto as shown on the register for the Definitive Physical Notes as of the relevant Regular Record Date. The Company will make PIK Payments on Global Notes held by the Depositary or its nominee, to the Depositary or its nominee, as the case may be, as the registered holder of such Global Note. Any PIK Payment shall be considered paid on the date it is due (a) if PIK Interest 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 and (b) if the PIK Payment is made in such form and on terms as specified in by increasing the principal amount of Global Notes then authenticated, the Company has delivered the Company Order required by this Section 2.14, and the Company shall 2.15 and the Trustee may take additional steps as necessary has increased the principal amount of Global Notes then authenticated by the relevant amount on or prior to effect such PIK Paymentthe date the payment is due.

PIK Interest. For any interest period Notwithstanding anything to the Company contrary contained in this Section 2.08, and so long as no Event of Default has occurred and is continuing, the Borrower may elect elect, at its option, to pay all or any portion of interest in kind (“PIK Interest”) all of the interest due on the then principal amount of the Loans (a “PIK Election”). PIK Interest shall be capitalized on a compounding basis by adding to the outstanding principal amount of the Notes Loans such PIK Interest on the applicable Interest Payment Date. The Borrower shall make a PIK Election with respect to any Interest Payment Date by providing irrevocable notice of such election (a the “PIK PaymentElection Notice”) by no later than 12:00 pm not less than three (a3) Business Days prior to such Interest Payment Date. Each PIK Election Notice shall include the information to the following effect: (i) that the Borrower is making a PIK Election, (ii) the relevant Interest Payment Date, (iii) the portion of the then-applicable interest rate to be paid as PIK Interest, and (iv) the increase in the case of interest on any Global Note, by increasing the principal amount of such Global Note and (b) with respect the Loans to a Definitive Note, by issuing to the Holder of such Definitive Note an additional Definitive Note, the principal amount of which shall be rounded up to the nearest whole dollar (a “PIK Interest Note”). Notwithstanding anything to the contrary, the payment of accrued interest in connection with any redemption or repurchase of the Notes as described under Section 3.07 or 3.08 hereof will be made solely in cash. If the Company elects to pay interest on the Notes as a combination Cash Interest and PIK Interest, such Cash Interest and PIK Interest shall be paid on the Notes on a pro rata basis. In the event that the Company shall elect to pay PIK Interest for any interest period, then the Company shall deliver a notice to the Trustee and the Holders not less than five Business Days prior to the applicable record date for effective upon the relevant Interest Payment Date as a result of the relevant interest periodPIK Election (each, which notice shall state the total amount of interest to be paid on such Interest Payment Date and the total amount of a “PIK Interest. Unless otherwise agreed between the Company and the Trustee, with respect to the payment of any PIK Interest, the Company shall deliver to the Trustee no later than two Business Days prior to the applicable Interest Payment Date, (a) with respect to Definitive Notes, the required amount of new Definitive Notes (rounded up to the nearest whole dollarAmount”) and an Authentication Order to authenticate and deliver such PIK Interest Notes on the relevant Interest Payment Date or (b) with respect to Global Notes, unless prohibited by the procedures of the Depositary, a written order from an Officer of the Company to the Trustee to increase the principal amount of the Loans outstanding Global Note by an amount equal as of such Interest Payment Date after giving effect to the amount payment of PIK Interest for as a result of the applicable PIK Election. If the Borrower does not deliver (or is not deemed to have delivered) a PIK Election Notice in accordance with the immediately preceding sentence, the interest period (rounded up to on the nearest whole dollar)Loans will be payable on the related Interest Payment Date entirely in cash. Any All PIK Interest Note shall, after being executed shall automatically become immediately due and authenticated pursuant to Section 2.02 hereof, be mailed to the Person entitled thereto as shown payable in full on the register for earliest to occur of (i) an Event of Default and (ii) the Definitive Notes as of the relevant Record Maturity Date. Any PIK Payment shall be made in such form and on terms as specified in this Section 2.14, and the Company shall and the Trustee may take additional steps as necessary to effect such PIK Payment.

PIK Interest. For On any interest period the Company may elect payment date, with respect to pay all or any portion of interest in kind (“PIK Interest”) on the then outstanding principal amount of the Notes (a “PIK Payment”) by (a) in the case of interest on any Global Note, by increasing the Trustee, or the Depositary at the direction of the Trustee, will increase the principal amount of such Global Note and (b) with respect to a Definitive Note, by issuing to the Holder of such Definitive Note an additional Definitive Note, the principal amount of which shall be rounded up to the nearest whole dollar (a “PIK Interest Note”). Notwithstanding anything to the contrary, the payment of accrued interest in connection with any redemption or repurchase of the Notes as described under Section 3.07 or 3.08 hereof will be made solely in cash. If the Company elects to pay interest on the Notes as a combination Cash Interest and PIK Interest, such Cash Interest and PIK Interest shall be paid on the Notes on a pro rata basis. In the event that the Company shall elect to pay PIK Interest for any interest period, then the Company shall deliver a notice to the Trustee and the Holders not less than five Business Days prior to the applicable record date for the relevant Interest Payment Date of the relevant interest period, which notice shall state the total amount of interest to be paid on such Interest Payment Date and the total amount of PIK Interest. Unless otherwise agreed between the Company and the Trustee, with respect to the payment of any PIK Interest, the Company shall deliver to the Trustee no later than two Business Days prior to the applicable Interest Payment Date, (a) with respect to Definitive Notes, the required amount of new Definitive Notes (rounded up to the nearest whole dollar) and an Authentication Order to authenticate and deliver such PIK Interest Notes on the relevant Interest Payment Date or (b) with respect to Global Notes, unless prohibited by the procedures of the Depositary, a written order from an Officer of the Company to the Trustee to increase the principal amount of the outstanding Global Note by an amount equal to the amount of PIK Interest for the applicable interest period (payable, rounded up down to the nearest whole dollar). Any PIK Interest Note shall, after being executed and authenticated pursuant to Section 2.02 hereoffor the relevant interest period on the principal amount of such Global Note, be mailed to the Person entitled thereto as shown credit of the Holders on the relevant record date and an adjustment will be made on the register maintained with the Registrar with respect to such Global Note to reflect such increase and thereafter shall constitute the outstanding principal amount of the Notes for all purposes of this Indenture and the other Note Documents. On any interest payment date on which the Company makes a payment of PIK Interest by issuing Definitive Notes (a “PIK Note”) under this Indenture having the same terms as the Notes, the principal amount of any such PIK Note issued to any Holder, for the Definitive Notes relevant interest period as of the relevant Record Daterecord date for such interest payment date, will be rounded down to the nearest whole dollar. In connection with any PIK Payment, the Company is entitled, without the consent of the Holders (and without regard to any restrictions or limitations set forth under Sections 4.09 and 4.12), to increase the outstanding principal amount of the Notes or to issue the PIK Notes under this Indenture on the same terms and conditions as the Notes. For the avoidance of doubt, following the increase in the principal amount of any Global Note as a result of a PIK Payment, such Global Note will bear interest on such increased principal amount from and after the date of such PIK Payment at the rate applicable to the Notes. Any PIK Payment shall Notes issued in certificated form will be made in dated as of the applicable interest payment date and will bear interest from and after such form and on terms as specified in this Section 2.14, and date at the Company shall and rate applicable to the Trustee may take additional steps as necessary to effect such PIK PaymentNotes.

PIK Interest. For any interest period Up to and including the Company may elect to pay all or any portion first anniversary of interest in kind the Effective Date (the “PIK InterestInterest Period”) ), interest on the then outstanding principal amount of the Notes Term Loans required to be paid (including in connection with the incurrence of any Term Increase, so long as PIK Interest would continue to be able to be paid on such Term Loan after the effectiveness of such Term Increase and any amendments pursuant to Sections 2.18(e) and (f)) may, at the option of the applicable Borrower, be paid by the applicable Borrower in kind by increasing on a ratable basis the outstanding principal amount of the Term Loans on any applicable Interest Payment Date by the amount of interest so paid in kind (the “PIK PaymentInterest”) by (a) ). Notwithstanding the foregoing, on the Termination Date or in the case event of any repayment or prepayment of a Term Loan all accrued and unpaid interest on any Global Note, by increasing principal amount of the Term Loans repaid or prepaid shall be paid in cash. Following an increase in the principal amount of the Term Loans as PIK Interest, interest shall be payable on such Global Note and (b) with respect to a Definitive Note, by issuing to the Holder of such Definitive Note an additional Definitive Note, the principal increased amount of which shall be rounded up to the nearest whole dollar Term Loans (a “it being understood and agreed that during the PIK Interest Note”Period such interest may itself be paid in PIK Interest). Notwithstanding anything to the contrary, the payment of accrued interest in connection with any redemption or repurchase of the Notes as described under Section 3.07 or 3.08 hereof will be made solely in cash. If the Company elects Borrowers expect to pay any accrued interest on the Notes as a combination Cash Term Loans in kind on any Interest and PIK InterestPayment Date, such Cash Interest and PIK Interest shall be paid on the Notes on a pro rata basis. In the event that the Company shall elect to pay PIK Interest for any interest period, then the Company applicable Borrower shall deliver a notice to the Trustee and the Holders not less than Agent, at least five Business Days prior to the applicable record date for the relevant Interest Payment Date of the relevant interest period, which notice shall state the total amount of interest to be paid on such Interest Payment Date and the total amount of PIK Interest. Unless otherwise agreed between the Company and the Trustee, with respect to the payment of any PIK Interest, the Company shall deliver to the Trustee no later than two Business Days prior to the applicable Interest Payment Date, (a) with respect to Definitive Notes, an officer’s certificate certifying that the required amount of new Definitive Notes (rounded up to the nearest whole dollar) and an Authentication Order to authenticate and deliver such PIK Interest Notes on the relevant Interest Payment Date or (b) with respect to Global Notes, unless prohibited by the procedures of the Depositary, a written order from an Officer of the Company to the Trustee to increase the principal amount of the outstanding Global Note by an amount equal to the amount proposed payment of PIK Interest for complies with the applicable interest period (rounded up foregoing provisions of this Section. The Agent shall promptly deliver a corresponding notice to the nearest whole dollar). Any PIK Interest Note shall, after being executed and authenticated pursuant to Section 2.02 hereof, be mailed to the Person entitled thereto as shown on the register for the Definitive Notes as of the relevant Record Date. Any PIK Payment shall be made in such form and on terms as specified in this Section 2.14, and the Company shall and the Trustee may take additional steps as necessary to effect such PIK Paymentall Term Lenders.

PIK Interest. For any interest period the Company may elect to pay all or any portion of interest in kind (“i) Any PIK Interest”) Interest on the then outstanding principal amount of Notes will be payable to Holders and (x) with respect to the Notes (a “PIK Payment”) represented by (a) one or more Global Notes registered in the case of interest name of, or held by, the Common Depositary or its nominee on any Global Notethe relevant Regular Record Date, by increasing the principal amount of such Global Note and (b) with respect to a Definitive Note, by issuing to the Holder of such Definitive Note an additional Definitive Note, the principal amount of which shall be rounded up to the nearest whole dollar (a “PIK Interest Note”). Notwithstanding anything to the contrary, the payment of accrued interest in connection with any redemption or repurchase of the Notes as described under Section 3.07 or 3.08 hereof will be made solely in cash. If the Company elects to pay interest on the Notes as a combination Cash Interest and PIK Interest, such Cash Interest and PIK Interest shall be paid on the Notes on a pro rata basis. In the event that the Company shall elect to pay PIK Interest for any interest period, then the Company shall deliver a notice to the Trustee and the Holders not less than five Business Days prior to the applicable record date for the relevant Interest Payment Date of the relevant interest period, which notice shall state the total amount of interest to be paid on such Interest Payment Date and the total amount of PIK Interest. Unless otherwise agreed between the Company and the Trustee, with respect to the payment of any PIK Interest, the Company shall deliver to the Trustee no later than two Business Days prior to the applicable Interest Payment Date, (a) with respect to Definitive Notes, the required amount of new Definitive Notes (rounded up to the nearest whole dollar) and an Authentication Order to authenticate and deliver such PIK Interest Notes on the relevant Interest Payment Date or (b) with respect to Global Notes, unless prohibited by the procedures of the Depositary, a written order from an Officer of the Company to the Trustee to increase the principal amount of the outstanding Global Note Notes by an amount equal to the amount of PIK Interest for the applicable interest period Interest Period (rounded up to the nearest whole dollar). Any , and the Trustee will, upon receipt of an authentication order from the Company, record such increase in principal amount and (y) with respect to Notes represented by certificated Notes, by increasing the balance of such Notes on the books and records of the Registrar (or, in the Trustee’s sole discretion, by issuing PIK Notes in certificated form in an aggregate principal amount equal to the amount of PIK Interest Note shall, after being executed and authenticated pursuant to Section 2.02 hereof, be mailed for the applicable Interest Period) (rounded up to the Person entitled thereto as shown nearest whole dollar), and the Trustee will, upon receipt of an authentication order and PIK Notes from the Company, increase the balance of the certificated notes on the register books and records of the Registrar (or, in the Trustee’s sole discretion, authenticate and deliver such PIK Notes in certificated form for original issuance) to the Definitive Notes Holders as of the relevant Record Daterecord date, as shown by the records of the Register. Following an increase in the principal amount of the outstanding Notes as a result of a PIK Payment, the Notes will bear interest on such increased principal amount from and after the date of such PIK Payment. Any PIK Notes issued in certificated form will be distributed to Holders, will be dated as of the applicable Interest Payment shall Date and will bear interest from and after such date. All Notes issued pursuant to a PIK Payment will mature on the Maturity Date and will be made in such form and on terms as specified in this Section 2.14governed by, and subject to the Company terms, provisions and conditions of, the Indenture and shall have the same rights and benefits as the Trustee may take additional steps as necessary to effect such PIK PaymentNotes issued on the Issue Date.

PIK Interest. For any interest period the Company may elect to pay all or any portion of interest in kind (“i) Any PIK Interest (including Partial PIK Interest”) on the then outstanding principal amount of Notes will be payable to Holders and (x) with respect to the Notes (a “PIK Payment”) represented by (a) one or more Global Notes registered in the case of interest name of, or held by, the Depositary or its nominee on any Global Notethe relevant Regular Record Date, by increasing the principal amount of such Global Note and (b) with respect to a Definitive Note, by issuing to the Holder of such Definitive Note an additional Definitive Note, the principal amount of which shall be rounded up to the nearest whole dollar (a “PIK Interest Note”). Notwithstanding anything to the contrary, the payment of accrued interest in connection with any redemption or repurchase of the Notes as described under Section 3.07 or 3.08 hereof will be made solely in cash. If the Company elects to pay interest on the Notes as a combination Cash Interest and PIK Interest, such Cash Interest and PIK Interest shall be paid on the Notes on a pro rata basis. In the event that the Company shall elect to pay PIK Interest for any interest period, then the Company shall deliver a notice to the Trustee and the Holders not less than five Business Days prior to the applicable record date for the relevant Interest Payment Date of the relevant interest period, which notice shall state the total amount of interest to be paid on such Interest Payment Date and the total amount of PIK Interest. Unless otherwise agreed between the Company and the Trustee, with respect to the payment of any PIK Interest, the Company shall deliver to the Trustee no later than two Business Days prior to the applicable Interest Payment Date, (a) with respect to Definitive Notes, the required amount of new Definitive Notes (rounded up to the nearest whole dollar) and an Authentication Order to authenticate and deliver such PIK Interest Notes on the relevant Interest Payment Date or (b) with respect to Global Notes, unless prohibited by the procedures of the Depositary, a written order from an Officer of the Company to the Trustee to increase the principal amount of the outstanding Global Note Notes by an amount equal to the amount of PIK Interest for the applicable interest period Interest Period (rounded up to the nearest whole dollar), and the Trustee will, upon receipt of an authentication order from the Company, record such increase in principal amount and (y) with respect to Notes represented by certificated Notes, by issuing PIK Notes in certificated form or such other method as may be approved by the Trustee in its sole discretion in an aggregate principal amount equal to the amount of PIK Interest for the applicable Interest Period (rounded up to the nearest whole dollar), and the Trustee will, upon receipt of an authentication order and PIK Notes from the Company, authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders on the relevant record date, as shown by the records of the register of Holders. Following an increase in the principal amount of the outstanding Notes as a result of a PIK Payment, the Notes will bear interest on such increased principal amount from and after the date of such PIK Payment. Any PIK Interest Note shallNotes issued in certificated form will be distributed to Holders, after being executed and authenticated pursuant to Section 2.02 hereof, will be mailed to the Person entitled thereto as shown on the register for the Definitive Notes dated as of the relevant Record applicable Interest Payment Date and will bear interest from and after such date. All Notes issued pursuant to a PIK Payment will mature on the Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, the Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Payment shall Notes will be made in such form and issued with the description “PIK Note” on terms as specified in this Section 2.14, and the Company shall and the Trustee may take additional steps as necessary to effect face of such PIK PaymentNote.

PIK Interest. For any As further set forth in Sections 1 and 2 of Exhibit A, interest period the Company may elect to pay all or any portion of interest in kind (“PIK Interest”) on the then Second Lien Exchangeable Notes shall be partially payable in the form of PIK Interest on the then-outstanding principal amount of Second Lien Exchangeable Notes. In connection with a PIK Payment in respect of the Notes Second Lien Exchangeable Notes, the Company will, without the consent of Holders (a “PIK Payment”) by (a) in and without regard to any restrictions or limitations set forth under Section 4.09 and Section Section 4.10), either increase the case of interest on any Global Note, by increasing the aggregate principal amount of such an outstanding Global Note or issue PIK Notes under this Second Lien Exchangeable Notes Indenture. Pursuant to this Section 2.14 and (b) with respect to a Definitive NoteSection 1 of Exhibit A, by issuing to the Holder and as further set forth in Section 4.01 and Section 2 of such Definitive Note an additional Definitive NoteExhibit A, the principal amount of which shall be rounded up to the nearest whole dollar (a “PIK Interest Note”). Notwithstanding anything to the contrary, the payment of accrued interest in connection with any redemption or repurchase of the Notes as described under Section 3.07 or 3.08 hereof will be made solely in cash. If the Company elects to pay interest on the Notes as a combination Cash Interest and PIK Interest, such Cash Interest and PIK Interest shall be paid on the Notes on a pro rata basis. In the event that the Company shall elect to pay PIK Interest for any interest period, then the Company shall deliver a notice to the Trustee and the Holders not less than five Business Days prior to the applicable record date for the relevant Interest Payment Date of the relevant interest period, which notice shall state the total amount of interest to be paid on such Interest Payment Date and the total amount of PIK Interest. Unless otherwise agreed between the Company and the Trustee, with respect to the payment of any PIK InterestRecord Date, the Company shall deliver to the Trustee no later than two Business Days prior to the applicable Interest Payment Date, (ai) with respect to Definitive Notes, the required amount of new Definitive Notes (rounded up to the nearest whole dollar) and an Authentication Order to authenticate and deliver such PIK Interest Notes on the relevant Interest Payment Date or (b) with respect to Global Notes, unless prohibited by the procedures of the Depositary, a written order from an Officer of the Company to the Trustee to increase the aggregate principal amount of an outstanding Global Note as a result of such PIK Payment in the amount set forth in such order or (ii) PIK Notes duly executed by the Company together with an Authentication Order pursuant to Section 2.02 requesting the authentication of such PIK Notes by the Trustee. On any Interest Payment Date on which the Company makes a PIK Payment by increasing the aggregate principal amount of an outstanding Global Note, the Trustee, or the Depositary at the direction of the Trustee, shall increase the outstanding aggregate principal amount of such Global Note by an amount equal to the amount of PIK Interest for the applicable interest period (payable, rounded up down to the nearest whole dollar). Any PIK Interest Note shall, after being executed and authenticated pursuant to Section 2.02 hereoffor the relevant interest period on the principal amount of such Global Note, be mailed to the Person entitled thereto as shown credit of the Holders on the relevant Record Date and an adjustment will be made on the register maintained with the Registrar with respect to such Global Note to reflect such increase and thereafter shall be part of the outstanding principal amount of the Second Lien Exchangeable Notes for all purposes of this Second Lien Exchangeable Notes Indenture, the Security Documents and the First Lien/Second Lien/Third Lien Intercreditor Agreement. On any Interest Payment Date on which the Company makes a PIK Payment by issuing PIK Notes, the principal amount of such PIK Notes issued to any Holder, for the Definitive Notes relevant interest period as of the relevant Record Date for such Interest Payment Date, will be rounded down to the nearest whole dollar. For the avoidance of doubt, following the increase in the aggregate principal amount of any outstanding Global Note as a result of a PIK Payment, such Global Note will bear interest on such increased aggregate principal amount from and after the date of such PIK Payment at the rate applicable to the Second Lien Exchangeable Notes in the manner set forth on Exhibit A. Any PIK Notes issued in the form of Definitive Notes will be dated as of the applicable Interest Payment Date and will bear interest from and after such date at the rate applicable to the Second Lien Exchangeable Notes in the manner set forth on Exhibit A. All Second Lien Exchangeable Notes issued pursuant to a PIK Payment will mature on August 15, 2027 and will be governed by, and subject to the terms, provisions and conditions of, this Second Lien Exchangeable Notes Indenture and shall have the same terms as the Second Lien Exchangeable Notes issued on the Issue Date, subject to the terms of Exhibit A. Any certificated PIK Notes will be issued with the description “THIS IS A PIK NOTE” on the face of such PIK Note, but shall be made in such form treated for all purposes under this Second Lien Exchangeable Notes Indenture with the same rights and on terms obligations as specified in this Section 2.14, and the Company shall and the Trustee may take additional steps as necessary to effect such PIK PaymentSecond Lien Exchangeable Notes.

PIK Interest. For On any interest period the Company may elect payment date, with respect to pay all or any portion of interest in kind (“PIK Interest”) on the then outstanding principal amount of the Notes (a “PIK Payment”) by (a) in the case of interest on any Global Note, by increasing the Trustee, or the Depositary at the direction of the Trustee, will increase the principal amount of such Global Note and (b) with respect to a Definitive Note, by issuing to the Holder of such Definitive Note an additional Definitive Note, the principal amount of which shall be rounded up to the nearest whole dollar (a “PIK Interest Note”). Notwithstanding anything to the contrary, the payment of accrued interest in connection with any redemption or repurchase of the Notes as described under Section 3.07 or 3.08 hereof will be made solely in cash. If the Company elects to pay interest on the Notes as a combination Cash Interest and PIK Interest, such Cash Interest and PIK Interest shall be paid on the Notes on a pro rata basis. In the event that the Company shall elect to pay PIK Interest for any interest period, then the Company shall deliver a notice to the Trustee and the Holders not less than five Business Days prior to the applicable record date for the relevant Interest Payment Date of the relevant interest period, which notice shall state the total amount of interest to be paid on such Interest Payment Date and the total amount of PIK Interest. Unless otherwise agreed between the Company and the Trustee, with respect to the payment of any PIK Interest, the Company shall deliver to the Trustee no later than two Business Days prior to the applicable Interest Payment Date, (a) with respect to Definitive Notes, the required amount of new Definitive Notes (rounded up to the nearest whole dollar) and an Authentication Order to authenticate and deliver such PIK Interest Notes on the relevant Interest Payment Date or (b) with respect to Global Notes, unless prohibited by the procedures of the Depositary, a written order from an Officer of the Company to the Trustee to increase the principal amount of the outstanding Global Note by an amount equal to the amount of PIK Interest for the applicable interest period (payable, rounded up down to the nearest whole dollar). Any PIK Interest Note shall, after being executed and authenticated pursuant to Section 2.02 hereoffor the relevant interest period on the principal amount of such Global Note, be mailed to the Person entitled thereto as shown credit of the Holders on the relevant record date and an adjustment will be made on the register maintained with the Registrar with respect to such Global Note to reflect such increase and thereafter shall constitute the outstanding principal amount of the Notes for all purposes of this Indenture and the other Note Documents. On any interest payment date on which the Company makes a payment of PIK Interest by issuing Definitive Notes (a “PIK Note”) under this Indenture having the same terms as the Notes, the principal amount of any such PIK Note issued to any Holder, for the Definitive Notes relevant interest period as of the relevant Record Daterecord date for such interest payment date, will be rounded down to the nearest whole dollar. In connection with any PIK Payment, the Company is entitled, without the consent of the Holders (and without regard to any restrictions or limitations set forth under Sections 4.09 and 4.12), to increase the outstanding principal amount of the Notes or to issue the PIK Notes under this Indenture on the same terms and conditions as the Notes. For the avoidance of doubt, following the increase in the principal amount of any Global Note as a result of a PIK Payment, such Global Note will bear interest on such increased principal amount from and after the date of such PIK Payment at the rate applicable to the Notes. Any PIK Payment shall Notes issued in certificated form will be made in dated as of the applicable interest payment date and will bear interest from and after such form and on terms as specified in this date at the rate applicable to the Notes. ARTICLE III REDEMPTION AND PREPAYMENT Section 2.14, and the Company shall and the Trustee may take additional steps as necessary to effect such PIK Payment.3.01

PIK Interest. For (i) The Borrowers may, for any interest period Interest Payment Date (other than the Company may Maturity Date), elect (such election, a “PIK Election”) to pay all or up to one hundred percent (100%) of the interest on the Loans due and payable on such Interest Payment Date in- kind by having such interest capitalized and added to the aggregate outstanding principal amount of the Loans on such Interest Payment Date (any portion such interest that is capitalized and added to the aggregate outstanding principal amount of interest in kind (the Loans on an Interest Payment Date being referred to herein as “PIK Interest”) and pay the balance, if any, of such interest in cash on the then outstanding principal such Interest Payment Date; provided that (A) no Default or Event of Default shall have occurred and be continuing on the date of such PIK Election and (B) the amount of interest elected by the Notes (a “Borrowers to be paid as PIK Payment”) by (a) in the case of interest Interest on any Global Note, by increasing the principal amount of such Global Note and (b) with respect to a Definitive Note, by issuing to the Holder of such Definitive Note an additional Definitive Note, the principal amount of which shall be rounded up to the nearest whole dollar (a “PIK Interest Note”). Notwithstanding anything to the contrary, the payment of accrued interest in connection with any redemption or repurchase of the Notes as described under Section 3.07 or 3.08 hereof will be made solely in cash. If the Company elects to pay interest on the Notes as a combination Cash Interest and PIK Interest, such Cash Interest and PIK Interest shall be paid on the Notes on a pro rata basis. In the event that the Company shall elect to pay PIK Interest for any interest period, then the Company shall deliver a notice to the Trustee and the Holders not less than five Business Days prior to the applicable record date for the relevant Interest Payment Date of shall not exceed the relevant interest period, amount by which notice shall state Liquidity would be less than the total amount of interest to be paid Applicable Liquidity Amount on such Interest Payment Date and if the total amount of Borrowers were to instead make such PIK Interest. Unless otherwise agreed between the Company and the Trustee, with respect to the Interest payment of any PIK Interest, the Company shall deliver to the Trustee no later than two Business Days prior to the applicable in cash on such Interest Payment Date, (a) with respect . Each PIK Election shall apply ratably to Definitive Notes, the required amount of new Definitive Notes (rounded up all outstanding Loans. Any interest so added to the nearest whole dollar) and an Authentication Order to authenticate and deliver such PIK Interest Notes on the relevant Interest Payment Date or (b) with respect to Global Notes, unless prohibited by the procedures of the Depositary, a written order from an Officer of the Company to the Trustee to increase the principal amount of the outstanding Global Note by an amount equal to the amount of PIK Interest for the applicable Loans shall bear interest period (rounded up to the nearest whole dollar). Any PIK Interest Note shall, after being executed and authenticated pursuant to Section 2.02 hereof, be mailed to the Person entitled thereto as shown on the register for the Definitive Notes as of the relevant Record Date. Any PIK Payment shall be made in such form and on terms as specified provided in this Section 2.142.08 from the date on which such interest has been so added. Unless the context otherwise requires, for all purposes hereof, references to “principal amount” of the Loans refers to the face amount of the Loans and not gross proceeds funded hereunder and includes any interest so capitalized and added to the Company shall and principal amount of the Trustee may take additional steps as necessary to effect Loans from the date on which such PIK Paymentinterest has been so added.

PIK Interest. For any As further set forth in Sections 1 and 2 of Exhibit A, interest period the Company may elect to pay all or any portion of interest in kind (“PIK Interest”) on the then Third Lien Exchangeable Notes shall be payable in the form of PIK Interest on the then-outstanding principal amount of Third Lien Exchangeable Notes. In connection with a PIK Payment in respect of the Notes Third Lien Exchangeable Notes, the Company will, without the consent of Holders (a “PIK Payment”) by (a) in and without regard to any restrictions or limitations set forth under Section 4.09 and Section 4.10), either increase the case of interest on any Global Note, by increasing the aggregate principal amount of such an outstanding Global Note or issue PIK Notes under this Third Lien Exchangeable Notes Indenture. Pursuant to this Section 2.14 and (b) with respect to a Definitive NoteSection 1 of Exhibit A, by issuing to the Holder and as further set forth in Section 4.01 and Section 2 of such Definitive Note an additional Definitive NoteExhibit A, the principal amount of which shall be rounded up to the nearest whole dollar (a “PIK Interest Note”). Notwithstanding anything to the contrary, the payment of accrued interest in connection with any redemption or repurchase of the Notes as described under Section 3.07 or 3.08 hereof will be made solely in cash. If the Company elects to pay interest on the Notes as a combination Cash Interest and PIK Interest, such Cash Interest and PIK Interest shall be paid on the Notes on a pro rata basis. In the event that the Company shall elect to pay PIK Interest for any interest period, then the Company shall deliver a notice to the Trustee and the Holders not less than five Business Days prior to the applicable record date for the relevant Interest Payment Date of the relevant interest period, which notice shall state the total amount of interest to be paid on such Interest Payment Date and the total amount of PIK Interest. Unless otherwise agreed between the Company and the Trustee, with respect to the payment of any PIK InterestRecord Date, the Company shall deliver to the Trustee no later than two Business Days prior to the applicable Interest Payment Date, (ai) with respect to Definitive Notes, the required amount of new Definitive Notes (rounded up to the nearest whole dollar) and an Authentication Order to authenticate and deliver such PIK Interest Notes on the relevant Interest Payment Date or (b) with respect to Global Notes, unless prohibited by the procedures of the Depositary, a written order from an Officer of the Company to the Trustee to increase the aggregate principal amount of an outstanding Global Note as a result of such PIK Payment in the amount set forth in such order or (ii) PIK Notes duly executed by the Company together with an Authentication Order pursuant to Section 2.02 requesting the authentication of such PIK Notes by the Trustee. On any Interest Payment Date on which the Company makes a PIK Payment by increasing the aggregate principal amount of an outstanding Global Note, the Trustee, or the Depositary at the direction of the Trustee, shall increase the outstanding aggregate principal amount of such Global Note by an amount equal to the amount of PIK Interest for the applicable interest period (payable, rounded up down to the nearest whole dollar). Any PIK Interest Note shall, after being executed and authenticated pursuant to Section 2.02 hereoffor the relevant interest period on the principal amount of such Global Note, be mailed to the Person entitled thereto as shown credit of the Holders on the relevant Record Date and an adjustment will be made on the register maintained with the Registrar with respect to such Global Note to reflect such increase and thereafter shall be part of the outstanding principal amount of the Third Lien Exchangeable Notes for all purposes of this Third Lien Exchangeable Notes Indenture, the Security Documents and the First Lien/Second Lien/Third Lien Intercreditor Agreement. On any Interest Payment Date on which the Company makes a PIK Payment by issuing PIK Notes, the principal amount of such PIK Notes issued to any Holder, for the Definitive Notes relevant interest period as of the relevant Record Date for such Interest Payment Date, will be rounded down to the nearest whole dollar. For the avoidance of doubt, following the increase in the aggregate principal amount of any outstanding Global Note as a result of a PIK Payment, such Global Note will bear interest on such increased aggregate principal amount from and after the date of such PIK Payment at the rate applicable to the Third Lien Exchangeable Notes in the manner set forth on Exhibit A. Any PIK Notes issued in the form of Definitive Notes will be dated as of the applicable Interest Payment Date and will bear interest from and after such date at the rate applicable to the Third Lien Exchangeable Notes in the manner set forth on Exhibit A. All Third Lien Exchangeable Notes issued pursuant to a PIK Payment will mature on August 15, 2027 and will be governed by, and subject to the terms, provisions and conditions of, this Third Lien Exchangeable Notes Indenture and shall have the same terms as the Third Lien Exchangeable Notes issued on the Issue Date, subject to the terms of Exhibit A. Any certificated PIK Notes will be issued with the description “THIS IS A PIK NOTE” on the face of such PIK Note, but shall be made in such form treated for all purposes under this Third Lien Exchangeable Notes Indenture with the same rights and on terms obligations as specified in this Section 2.14, and the Company shall and the Trustee may take additional steps as necessary to effect such PIK PaymentThird Lien Exchangeable Notes.

PIK Interest. For As further set forth in Sections 1 and 2 of Exhibit A, from and after February 15, 2024 and to, but excluding, maturity, to the extent any Notes are issued and outstanding, interest period the Company may elect to pay all or any portion of interest in kind (“PIK Interest”) on the then Notes shall be payable in the form of PIK Interest on the then-outstanding principal amount of Notes. In connection with a PIK Payment in respect of the Notes Notes, the Company will, without the consent of Holders (a “PIK Payment”) by (a) in and without regard to any restrictions or limitations set forth under Sections 4.09 and 4.10), either increase the case of interest on any Global Note, by increasing the aggregate principal amount of such an outstanding Global Note and (b) with respect to a Definitive Note, by issuing to the Holder of such Definitive Note an additional Definitive Note, the principal amount of which shall be rounded up to the nearest whole dollar (a “or issue PIK Interest Note”). Notwithstanding anything to the contrary, the payment of accrued interest in connection with any redemption or repurchase of the Notes as described under Section 3.07 or 3.08 hereof will be made solely in cashthis Indenture. If the Company elects is required to pay interest on make a PIK Payment in respect of the Notes pursuant to this Section 2.14 and Section 1 of Exhibit A, as a combination Cash Interest further set forth in Section 4.01 and PIK InterestSection 2 of Exhibit A, such Cash Interest and PIK Interest shall be paid on the Notes on a pro rata basis. In the event that the Company shall elect to pay PIK Interest for any interest period, then the Company shall deliver a notice to the Trustee and the Holders not less than five Business Days prior to the each applicable record date for the relevant Interest Payment Date of the relevant interest period, which notice shall state the total amount of interest to be paid on such Interest Payment Date and the total amount of PIK Interest. Unless otherwise agreed between the Company and the Trustee, with respect to the payment of any PIK InterestDate, the Company shall deliver to the Trustee no later than two Business Days prior to the applicable Interest Payment Date, either (ai) with respect to Definitive Notes, the required amount of new Definitive Notes (rounded up to the nearest whole dollar) and an Authentication Order to authenticate and deliver such PIK Interest Notes on the relevant Interest Payment Date or (b) with respect to Global Notes, unless prohibited by the procedures of the Depositary, a written order from an Officer of the Company to the Trustee to increase the aggregate principal amount of an outstanding Global Note as a result of such PIK Payment in the amount set forth in such order or (ii) PIK Notes duly executed by the Company together with an Authentication Order pursuant to Section 2.02 requesting the authentication of such PIK Notes by the Trustee. On any Interest Payment Date on which the Company makes a PIK Payment by increasing the aggregate principal amount of an outstanding Global Note, the Trustee, or the Depositary at the direction of the Trustee, shall increase the outstanding aggregate principal amount of such Global Note by an amount equal to the amount of PIK Interest for the applicable interest period (payable, rounded up down to the nearest whole dollar). Any PIK Interest Note shall, after being executed and authenticated pursuant to Section 2.02 hereoffor the relevant interest period on the principal amount of such Global Note, be mailed to the Person entitled thereto as shown credit of the Holders on the relevant Record Date and an adjustment will be made on the register maintained with the Registrar with respect to such Global Note to reflect such increase and thereafter shall be part of the outstanding principal amount of the Notes for all purposes of this Indenture, the Security Documents and the Intercreditor Agreements. On any Interest Payment Date on which the Company makes a PIK Payment by issuing PIK Notes, the principal amount of such PIK Notes issued to any Holder, for the Definitive Notes relevant interest period as of the relevant Record Date for such Interest Payment Date, will be rounded down to the nearest whole dollar. For the avoidance of doubt, following the increase in the aggregate principal amount of any outstanding Global Note as a result of a PIK Payment, such Global Note will bear interest on such increased aggregate principal amount from and after the date of such PIK Payment at the rate applicable to the Notes in the manner set forth on Exhibit A. Any PIK Notes issued in the form of Definitive Notes will be dated as of the applicable Interest Payment Date and will bear interest from and after such date at the rate applicable to the Notes in the manner set forth on Exhibit A. All Notes issued pursuant to a PIK Payment will mature on March 15, 2025 and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same terms as the Notes issued on the Issue Date, subject to the terms of Exhibit A. Any certificated PIK Notes will be issued with the description “This is a PIK Note” on the face of such PIK Note, but shall be made in such form treated for all purposes under this Indenture with the same rights and on terms obligations as specified in this Section 2.14, and the Company shall and the Trustee may take additional steps as necessary to effect such PIK PaymentNotes.

PIK Interest. For any interest period the Company may elect to pay all or any portion of interest in kind (“i) Any PIK Interest (including Partial PIK Interest”) on the then outstanding principal amount of Notes will be payable to Holders and (x) with respect to the Notes (a “PIK Payment”) represented by (a) one or more Global Notes registered in the case of interest name of, or held by, the Depositary or its nominee on any Global Notethe relevant Regular Record Date, by increasing the principal amount of such Global Note and (b) with respect to a Definitive Note, by issuing to the Holder of such Definitive Note an additional Definitive Note, the principal amount of which shall be rounded up to the nearest whole dollar (a “PIK Interest Note”). Notwithstanding anything to the contrary, the payment of accrued interest in connection with any redemption or repurchase of the Notes as described under Section 3.07 or 3.08 hereof will be made solely in cash. If the Company elects to pay interest on the Notes as a combination Cash Interest and PIK Interest, such Cash Interest and PIK Interest shall be paid on the Notes on a pro rata basis. In the event that the Company shall elect to pay PIK Interest for any interest period, then the Company shall deliver a notice to the Trustee and the Holders not less than five Business Days prior to the applicable record date for the relevant Interest Payment Date of the relevant interest period, which notice shall state the total amount of interest to be paid on such Interest Payment Date and the total amount of PIK Interest. Unless otherwise agreed between the Company and the Trustee, with respect to the payment of any PIK Interest, the Company shall deliver to the Trustee no later than two Business Days prior to the applicable Interest Payment Date, (a) with respect to Definitive Notes, the required amount of new Definitive Notes (rounded up to the nearest whole dollar) and an Authentication Order to authenticate and deliver such PIK Interest Notes on the relevant Interest Payment Date or (b) with respect to Global Notes, unless prohibited by the procedures of the Depositary, a written order from an Officer of the Company to the Trustee to increase the principal amount of the outstanding Global Note Notes by an amount equal to the amount of PIK Interest for the applicable interest period Interest Period (rounded up to the nearest whole dollar), and the Trustee will, upon receipt of an authentication order from the Company, record such increase in principal amount and (y) with respect to Notes represented by certificated Notes, by increasing the principal amount outstanding of such Notes on the books and records of the Registrar (or, in the Trustee’s sole discretion, by issuing PIK Notes in certificated form) in an aggregate principal amount equal to the amount of PIK Interest for the applicable Interest Period (rounded up to the nearest whole dollar), and the Trustee will, upon receipt of an authentication order and PIK Notes from the Company, authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders on the relevant record date, as shown by the records of the register of Holders. Following an increase in the principal amount of the outstanding Notes as a result of a PIK Payment, the Notes will bear interest on such increased principal amount from and after the date of such PIK Payment. Any PIK Interest Note shallNotes issued in certificated form will be distributed to Holders, after being executed and authenticated pursuant to Section 2.02 hereof, will be mailed to the Person entitled thereto as shown on the register for the Definitive Notes dated as of the relevant Record applicable Interest Payment Date and will bear interest from and after such date. All Notes issued pursuant to a PIK Payment will mature on the Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, the Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Payment shall Notes will be made in such form and issued with the description “PIK Note” on terms as specified in this Section 2.14, and the Company shall and the Trustee may take additional steps as necessary to effect face of such PIK PaymentNote.

PIK Interest. For any interest period the Company may elect to pay all or any portion of interest in kind (“PIK Interest”) on the then outstanding principal amount of the Notes (a “PIK Payment”) by (a) in the case of interest on any Global Note, by increasing the principal amount of such Global Note and (b) with respect to a Definitive Note, by issuing to the Holder of such Definitive Note an additional Definitive Note, the principal amount of which shall be rounded up to the nearest whole dollar (a “PIK Interest Note”). ‌ Notwithstanding anything to the contrarycontrary in this Indenture, the payment of accrued interest in connection with any redemption or repurchase of the Notes as described under Section 3.07 Sections 1103, 1009 or 3.08 1014 hereof will be made solely in cashCash Interest. If the Company elects to pay interest on the Notes as at the PIK Interest Rate on any Interest Payment Date, with a combination of Cash Interest and PIK InterestInterest in accordance with Section 301 (the “PIK Election”), such Cash Interest and PIK Interest shall be paid on the Notes on a pro rata basis. In the event that If the Company shall elect wishes to pay make the PIK Election on any Interest for any interest periodPayment Date, then the Company shall deliver a notice to the Trustee and the Holders not less than five Business Days prior to the applicable record date for the relevant such Interest Payment Date of the relevant interest periodDate, which notice shall state the total amount of interest to be paid on such Interest Payment Date and the portion of such total amount of interest payable as PIK Interest. Unless otherwise agreed between the Company and the Trustee, with respect to the payment issuance of any PIK InterestInterest Notes, the Company shall deliver to the Trustee no later than two Business Days prior to the applicable Interest Payment Date, (ai) with if such PIK Interest is payable in respect to of any Definitive Notes, the required amount of new Definitive Notes (rounded up to the nearest whole dollar) representing the PIK Interest Notes required to satisfy the relevant PIK Payment and an Authentication a Company Order to authenticate and deliver such PIK Interest Notes on the relevant Interest Payment Date or (bii) with if such PIK Interest is payable in respect to of any Global Notes, unless prohibited by the procedures of the Depositary, delivering a written order from an Officer of the Company to the Trustee to increase the principal amount of the then outstanding Global Note by an amount equal to the amount of PIK Interest for the applicable interest period (rounded up to the nearest whole dollar). Any PIK Interest Note shall, after being executed and and, if applicable, authenticated pursuant to Section 2.02 303 hereof, be (i) if such PIK Interest Notes are Definitive Notes, mailed to the Person entitled thereto as shown on the register for the Definitive Notes as of the relevant Regular Record Date or (ii) if such PIK Interest Notes are Global Notes, deposited into the account specified by the Holder or Holders thereof as of the relevant Regular Record Date. Notwithstanding the foregoing, in connection with any PIK Payment on Notes that are Global Notes, the Company may, if requested in writing by any Holder or if required by the procedures of the Depositary, in lieu of increasing the principal amount of such Global Notes, issue the required amount of the PIK Payment in the form of a new Global Note (rounded up to the nearest whole dollar) upon delivery to the Trustee of a Company Order to authenticate and deliver such new Global Note on the relevant Interest Payment Date. Any PIK Payment shall be made in such form and on terms as specified in this Section 2.14314, and the Company shall and the Trustee and Paying Agent may take additional steps as necessary to effect such PIK Payment.

PIK Interest. For any interest period the Company may elect to pay all or any portion of interest in kind (“PIK Interest”) on the then outstanding principal amount of the Notes (a “PIK Payment”) by (a) in the case of interest on any Global Note, by increasing the principal amount of such Global Note and (b) with respect to a Definitive Note, by issuing to the Holder of such Definitive Note an additional Definitive Note, the principal amount of which shall be rounded up to the nearest whole dollar (a “PIK Interest Note”). Notwithstanding anything to the contrarycontrary in this Indenture, the payment of accrued interest in connection with any redemption or repurchase of the Notes as described under Section 3.07 Sections 1103, 1009 or 3.08 1014 hereof will be made solely in cashCash Interest. If the Company elects to pay interest on the Notes as at the PIK Interest Rate on any Interest Payment Date, with a combination of Cash Interest and PIK InterestInterest in accordance with Section 301 (the “PIK Election”), such Cash Interest and PIK Interest shall be paid on the Notes on a pro rata basis. In the event that If the Company shall elect wishes to pay make the PIK Election on any Interest for any interest periodPayment Date, then the Company shall deliver a notice to the Trustee and the Holders not less than five Business Days prior to the applicable record date for the relevant such Interest Payment Date of the relevant interest periodDate, which notice shall state the total amount of interest to be paid on such Interest Payment Date and the portion of such total amount of interest payable as PIK Interest. Unless otherwise agreed between the Company and the Trustee, with respect to the payment issuance of any PIK InterestInterest Notes, the Company shall deliver to the Trustee no later than two Business Days prior to the applicable Interest Payment Date, (ai) with if such PIK Interest is payable in respect to of any Definitive Notes, the required amount of new Definitive Notes (rounded up to the nearest whole dollar) representing the PIK Interest Notes required to satisfy the relevant PIK Payment and an Authentication a Company Order to authenticate and deliver such PIK Interest Notes on the relevant Interest Payment Date or (bii) with if such PIK Interest is payable in respect to of any Global Notes, unless prohibited by the procedures of the Depositary, delivering a written order from an Officer of the Company to the Trustee to increase the principal amount of the then outstanding Global Note by an amount equal to the amount of PIK Interest for the applicable interest period (rounded up to the nearest whole dollar). Any PIK Interest Note shall, after being executed and and, if applicable, authenticated pursuant to Section 2.02 303 hereof, be (i) if such PIK Interest Notes are Definitive Notes, mailed to the Person entitled thereto as shown on the register for the Definitive Notes as of the relevant Regular Record Date or (ii) if such PIK Interest Notes are Global Notes, deposited into the account specified by the Holder or Holders thereof as of the relevant Regular Record Date. Notwithstanding the foregoing, in connection with any PIK Payment on Notes that are Global Notes, the Company may, if requested in writing by any Holder or if required by the procedures of the Depositary, in lieu of increasing the principal amount of such Global Notes, issue the required amount of the PIK Payment in the form of a new Global Note (rounded up to the nearest whole dollar) upon delivery to the Trustee of a Company Order to authenticate and deliver such new Global Note on the relevant Interest Payment Date. Any PIK Payment shall be made in such form and on terms as specified in this Section 2.14314, and the Company shall and the Trustee and Paying Agent may take additional steps as necessary to effect such PIK Payment.

PIK Interest. For any interest period the Company may elect to pay all or any portion of interest in kind (“i) Any PIK Interest”) Interest on the then outstanding principal amount of the Notes (a “PIK Payment”) by (a) in the case of interest on any Global Note, will be payable to Holders by increasing the principal amount balance of such Global Note Notes on the books and records of the Registrar (b) with respect to a Definitive Noteor, in the Trustee’s sole discretion, by issuing to the Holder of such Definitive Note PIK Notes in certificated form in an additional Definitive Note, the aggregate principal amount of which shall be rounded up to the nearest whole dollar (a “PIK Interest Note”). Notwithstanding anything to the contrary, the payment of accrued interest in connection with any redemption or repurchase of the Notes as described under Section 3.07 or 3.08 hereof will be made solely in cash. If the Company elects to pay interest on the Notes as a combination Cash Interest and PIK Interest, such Cash Interest and PIK Interest shall be paid on the Notes on a pro rata basis. In the event that the Company shall elect to pay PIK Interest for any interest period, then the Company shall deliver a notice to the Trustee and the Holders not less than five Business Days prior to the applicable record date for the relevant Interest Payment Date of the relevant interest period, which notice shall state the total amount of interest to be paid on such Interest Payment Date and the total amount of PIK Interest. Unless otherwise agreed between the Company and the Trustee, with respect to the payment of any PIK Interest, the Company shall deliver to the Trustee no later than two Business Days prior to the applicable Interest Payment Date, (a) with respect to Definitive Notes, the required amount of new Definitive Notes (rounded up to the nearest whole dollar) and an Authentication Order to authenticate and deliver such PIK Interest Notes on the relevant Interest Payment Date or (b) with respect to Global Notes, unless prohibited by the procedures of the Depositary, a written order from an Officer of the Company to the Trustee to increase the principal amount of the outstanding Global Note by an amount equal to the amount of PIK Interest for the applicable interest period Interest Period) (rounded up to the nearest whole dollar). Any , and the Trustee will, upon receipt of an Authentication Order and PIK Interest Note shallNotes from the Company, after being executed increase the balance of the certificated Notes on the books and authenticated pursuant to Section 2.02 hereofrecords of the Registrar (or, be mailed in the Trustee’s sole discretion, authenticate and deliver such PIK Notes in certificated form for original issuance) to the Person entitled thereto as shown on the register for the Definitive Notes Holders as of the relevant Record Daterecord date, as shown by the records of the Register. Following an increase in the principal amount of the outstanding Notes as a result of a PIK Payment, the Notes will bear interest on such increased principal amount from and after the date of such PIK Payment. Any PIK Notes issued in certificated form will be distributed to Holders, will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. All Notes issued pursuant to a PIK Payment will mature on the Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, the Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Notwithstanding anything to the contrary in this Indenture or the Notes, the payment of accrued and unpaid interest in connection with any repurchase of the Notes as described Article 4 of this Indenture and on the Maturity Date shall be made solely in such form and on terms as specified in this Section 2.14, and the Company shall and the Trustee may take additional steps as necessary to effect such PIK Paymentcash.

PIK Interest. For any interest period the Company may elect to pay all or any portion of interest in kind (“PIK Interest”) Interest on this Note shall commence accruing on the then outstanding principal amount Issuance Date at the PIK Interest Rate and shall be computed on the basis of a 360-day year and the Notes actual number of days elapsed per month and shall be payable in arrears for each Calendar Quarter on the first (a 1st) Business Day of each Calendar Quarter after the Issuance Date (each, an “Interest Date”); provided, that (x) PIK Payment”) by (a) in the case of interest Interest shall cease to accrue on any Global Notethis Note on December 31, by increasing the principal amount of such Global Note 2024, and (by) with respect to a Definitive Notefrom and after December 31, by issuing to the Holder of such Definitive Note an additional Definitive Note2024, the principal amount of which shall be rounded up to the nearest whole dollar (a “no further PIK Interest Note”)shall accrue on this Note (provided, that, any PIK Interest that shall have accrued on this Note on or prior to December 31, 2024 shall remain outstanding and be payable hereunder as set forth herein. Notwithstanding anything to the contrary, the payment of Any accrued interest in connection with any redemption or repurchase of the Notes as described under Section 3.07 or 3.08 hereof will be made solely in cash. If the Company elects to pay interest on the Notes as a combination Cash Interest and PIK Interest, such Cash Interest and PIK Interest shall be paid payable in kind on the Notes on a pro rata basis. In the event that the Company shall elect to pay PIK each Interest for any interest periodDate, then the Company shall deliver a notice to the Trustee and the Holders not less than five Business Days prior to the applicable record date for the relevant Interest Payment Date holder of the relevant interest period, which notice shall state the total amount of interest to be paid this Note on such Interest Payment Date and the total amount of PIK Interest. Unless otherwise agreed between the Company and the Trustee, with respect to the payment of any PIK Interest, the Company shall deliver to the Trustee no later than two Business Days prior to the applicable Interest Payment Date, (a) with respect to Definitive Notes, the required amount of new Definitive Notes (rounded up to the nearest whole dollar) and an Authentication Order to authenticate and deliver by capitalizing such PIK Interest Notes on the relevant and, effective as of such Interest Payment Date or Date, adding it to (band thereby increasing) with respect to Global Notes, unless prohibited by the procedures of the Depositary, a written order from an Officer of the Company to the Trustee to increase the principal amount of the outstanding Global Principal of this Note. For the avoidance of doubt, effective as of, and from and after, any Interest Date, the outstanding Principal of this Note shall be increased by an amount equal to the amount of PIK Interest paid in kind on such Interest Date for all purposes of this Note (including, without limitation, for the applicable interest period (rounded up purposes of the future accrual of Interest on the outstanding Principal of this Note and for the purposes of determining the Conversion Amount as of any date). Prior to the nearest whole dollar). Any payment in kind of PIK Interest on an Interest Date, PIK Interest on this Note shall, after being executed until December 31, 2024, accrue at a PIK Interest Rate and authenticated pursuant to Section 2.02 hereof, be mailed to the Person entitled thereto as shown on the register for the Definitive Notes as payable by way of inclusion of the relevant Record Date. Any PIK Payment shall be made Interest in such form and the Conversion Amount in connection with any conversion of this Note under Section 3, on terms as specified each Redemption Date and/or in this Section 2.14, and the Company shall and the Trustee may take additional steps as necessary to effect such PIK Paymentconnection with any required payment upon any Bankruptcy Event of Default.

PIK Interest. For any interest period the The Company may elect to shall pay all or any portion of interest due on the Notes in kind (“PIK Interest”) on the then outstanding principal amount of the Notes (as such amount is increased or deemed to have been increased by any PIK Interest) (a “PIK Payment”) by (a) in the case of interest on any Global Note, by increasing the principal amount of such Global Note Note, rounded up to the nearest whole dollar and (b) with respect to a Definitive Physical Note, by issuing to the Holder of such Definitive Physical Note an additional Definitive Physical Note, the principal amount of which shall be rounded up to the nearest whole dollar (a “PIK Interest Note”). Notwithstanding anything to the contrary, the payment of accrued interest in connection with any redemption or repurchase of the Notes as described under Section 3.07 or 3.08 Article 3 hereof will be made solely in cash. If the Company elects to pay interest on the Notes as a combination Cash Interest and PIK Interest, such Cash Interest and PIK Interest shall be paid on the Notes on a pro rata basis. In the event that the Company shall elect to pay PIK Interest for any interest period, then the Company shall deliver a notice to the Trustee and the Holders not less than five Business Days prior to the applicable record date for the relevant Interest Payment Date of the relevant interest period, which notice shall state the total amount of interest to be paid on such Interest Payment Date and the total amount of PIK Interest. Unless otherwise agreed between the Company and the Trustee, with respect to the payment of any PIK Interest, the Company shall deliver to the Trustee no later than two Business Days prior to the applicable Interest Payment Date, (a) with respect to Definitive Physical Notes, the required amount of new Definitive Physical Notes (rounded up to the nearest whole dollar) and an Authentication a Company Order to authenticate for authentication and deliver delivery of such PIK Interest Notes on the relevant Interest Payment Date Date, and the Trustee in accordance with such Company order shall authenticate the PIK Interest Notes, or (b) with respect to Global Notes, unless prohibited by the procedures of the Depositary, a written order from an Officer of the Company to the Trustee Order to increase the principal amount of the outstanding Global Note as of the Regular Record Date for the applicable Interest Payment Date, by an amount equal to the amount of PIK Interest interest payable for the applicable interest period (rounded up to the nearest whole dollar), and an adjustment shall be made on the books and records of the Custodian to reflect such increase. Notwithstanding anything to the contrary, the Company shall not be required to deliver to the Trustee an Officer’s Certificate or Opinion of Counsel in connection with the issuance of any PIK Interest Notes or any increase in principal amount of a Global Note as a result of any PIK Payment. Any PIK Interest Note shall, after being executed and authenticated pursuant to Section 2.02 2.04 hereof, be mailed to the Person entitled thereto as shown on the register for the Definitive Physical Notes as of the relevant Regular Record Date. The Company will make PIK Payments on Global Notes held by the Depositary or its nominee, to the Depositary or its nominee, as the case may be, as the registered holder of such Global Note. Any PIK Payment shall be considered paid on the date it is due (a) if PIK Interest 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 and (b) if the PIK Payment is made in such form and on terms as specified in by increasing the principal amount of Global Notes then authenticated, the Company has delivered the Company Order required by this Section 2.14, and the Company shall 2.15 and the Trustee may take additional steps as necessary has increased the principal amount of Global Notes then authenticated by the relevant amount on or prior to effect such PIK Paymentthe date the payment is due.

PIK Interest. Except as set forth in the following sentence and in Section 1 of the Notes, interest on the Notes shall be payable entirely in Cash Interest at the Cash Interest Rate. For any interest period ending on or prior to the June 15, 2018 Interest Payment Date, the Company may elect to pay all or any portion of interest in kind (“at the PIK Interest”) Interest Rate on the then outstanding principal amount of the Notes (a “PIK Payment”) by (a) in the case of interest on any Global Note, by increasing the principal amount of such Global Note and (b) with respect to a Definitive Note, the outstanding Notes or by issuing to the Holder of such Definitive Note an additional Definitive NoteNotes (each, the principal amount of which shall be rounded up to the nearest whole dollar (a “PIK Interest Note”) in a principal amount equal to such interest (“PIK Interest”), provided, that the December 15, 2016 interest payment shall be made entirely in PIK Interest at the PIK Interest Rate. On the December 15, 2018 Interest Payment Date, the Company shall be permitted to make only part of the interest payment in PIK Interest at the PIK Interest Rate and part of the interest payment in Cash Interest at the Cash Interest Rate, provided, that PIK Interest to be paid on such Interest Payment Date shall accrue only for the period from June 15, 2018 to, but not including, September 7, 2018, and any remaining interest for such period shall be payable solely in Cash Interest. Notwithstanding anything to the contrary, the payment of accrued interest in connection with any redemption or repurchase of the Notes as described under Section 3.07 3.07, 4.10 or 3.08 4.14 hereof will be made solely in cashCash Interest. If the Company elects to pay interest on the Notes as a combination Cash Interest and PIK Interest, such Cash Interest and PIK Interest shall be paid on the Notes on a pro rata basis. In the event that the Company shall elect to pay PIK Interest for any interest period, then the Company shall deliver a notice to the Trustee and the Holders not less than five Business Days prior to the applicable record date for the relevant Interest Payment Date commencement of the relevant interest period, which notice shall state the total amount of interest to be paid on such Interest Payment Date and the total amount of PIK Interest. Unless otherwise agreed between the Company and the Trustee, with respect to the payment issuance of any PIK InterestInterest Notes, the Company shall deliver to the Trustee no later than two Business Days prior to the applicable Interest Payment Date, (ai) with respect to if such PIK Interest Notes are Definitive Notes, the required amount of new Definitive Notes (rounded up to the nearest whole dollar) and an Authentication Order to authenticate and deliver such PIK Interest Notes on the relevant Interest Payment Date or (bii) with respect to if such PIK Interest Notes are Global Notes, unless prohibited by the procedures of the Depositary, delivering a written order from an Officer of the Company to the Trustee to increase the principal amount of the outstanding Global Note by an amount equal to the amount of PIK Interest for the applicable interest period (rounded up to the nearest whole dollar). Any PIK Interest Note shall, after being executed and and, if applicable, authenticated pursuant to Section 2.02 hereof, be (i) if such PIK Interest Notes are Definitive Notes, mailed to the Person entitled thereto as shown on the register for the Definitive Notes as of the relevant Record Date or (ii) if such PIK Interest Notes are Global Notes, deposited into the account specified by the Holder or Holders thereof as of the relevant record date. Notwithstanding the foregoing, in connection with any PIK Payment on Notes that are Global Notes, the Company may, if requested in writing by any Holder or if required by the procedures of the Depositary, in lieu of increasing the principal amount of such Global Notes, issue the required amount of the PIK Payment in the form of a new Global Note (rounded up to the nearest whole dollar) upon delivery to the Trustee of an Authentication Order to authenticate and deliver such new Global Note on the relevant Interest Payment Date. Any PIK Payment shall be made in such form and on terms as specified in this Section 2.142.13, and the Company shall and the Trustee and Paying Agent may take additional steps as necessary to effect such PIK Payment.

PIK Interest. For any interest period the Company may elect to pay all or any portion of interest in kind (“PIK Interest”) on the then outstanding principal amount of the Notes (a “PIK Payment”) by (a) in the case of interest on any Initial Note then outstanding, (i) on the first Interest Payment Date on which interest on such Initial Note is paid in kind, issuing an additional Global Note or Definitive Note, as applicable, in the form of Exhibit A-2 attached hereto (each, a “PIK Interest Note”) in a principal amount equal to such interest and (ii) on any subsequent Interest Payment Date on which interest on such Initial Note is paid in kind, (A) with respect to a Global Note, by increasing the principal amount of such Global PIK Interest Note and (bB) with respect to a Definitive Note, by issuing to the Holder of such Definitive Note an additional Definitive Note, the principal amount of which shall be rounded up to the nearest whole dollar and (a “b) in the case of interest on PIK Interest Notes then outstanding, (i) with respect to a Global Note”, by increasing the principal amount of such PIK Interest Notes and (ii) with respect to a Definitive Note, by issuing to the Holder of such Definitive Note an additional Definitive Note, the principal amount of which shall be rounded up to the nearest whole dollar; provided, however that for each Interest Payment Date prior to the maturity date of the First Lien Credit Agreement in effect on the date hereof (but not any refinancing or replacement thereof), the Company shall be required to pay all interest in kind. PIK Interest Notes will not be fungible with Initial Notes and will trade separately. Notwithstanding anything to the contrary, the payment of accrued interest in connection with any redemption or repurchase of the Notes as described under Section 3.07 or 3.08 hereof will be made solely in cash. If the Company elects to pay interest on the Notes as a combination Cash Interest and PIK Interest, such Cash Interest and PIK Interest shall be paid on the Notes on a pro rata basis. In the event that the Company shall elect to pay PIK Interest for any interest period, then the Company shall deliver a notice to the Trustee and the Holders not less than five Business Days prior to the applicable record date for the relevant Interest Payment Date of the relevant interest period, which notice shall state the total amount of interest to be paid on such Interest Payment Date and the total amount of PIK Interest; provided, however that for each Interest Payment Date prior to the maturity date of the First Lien Credit Agreement in effect on the date hereof (but not any refinancing or replacement thereof), interest shall be paid in kind. Unless otherwise agreed between the Company and the Trustee, with respect to the payment of any PIK Interest, the Company shall deliver to the Trustee no later than two Business Days prior to the applicable Interest Payment Date, (a) with respect to if such PIK Interest Notes are Definitive Notes, the required amount of new Definitive Notes (rounded up to the nearest whole dollar) and an Authentication Order to authenticate and deliver such PIK Interest Notes on the relevant Interest Payment Date or (b) with respect to if such PIK Interest Notes are Global Notes, (i) a new Global Note in an amount equal to the amount of PIK Interest for the applicable period (rounded up to the nearest whole dollar) and an Authentication Order to authenticate and deliver such new Global Note on the relevant Interest Payment Date or (ii) unless prohibited by the procedures of the Depositary, a written order from an Officer of the Company to the Trustee to increase the principal amount of the outstanding Global Note by an amount equal to the amount of PIK Interest for the applicable interest period (rounded up to the nearest whole dollar). Any PIK Interest Note shall, after being executed and and, if applicable, authenticated pursuant to Section 2.02 hereof, be (i) if such PIK Interest Notes are Definitive Notes, mailed to the Person entitled thereto as shown on the register for the Definitive Notes as of the relevant Record DateDate or (ii) if such PIK Interest Notes are Global Notes, deposited into the account specified by the Holder or Holders thereof as of the relevant record date, unless the principal amount of any outstanding PIK Interest Note that is a Global Note is increased at the Depositary. Any PIK Payment shall be made in such form and on terms as specified in this Section 2.14, and the Company shall and the Trustee may take additional steps as necessary to effect such PIK Payment.

PIK Interest. Except as set forth in the following sentence and in Section 1 of the Notes, interest on the Notes shall be payable entirely in Cash Interest at the Cash Interest Rate. For any interest period ending on or prior to the November 15, 2017 Interest Payment Date, the Company may elect to pay all or any portion of interest in kind (“at the PIK Interest”) Interest Rate on the then outstanding principal amount of the Notes (a “PIK Payment”) by (a) in the case of interest on any Global Note, by increasing the principal amount of such Global Note and (b) with respect to a Definitive Note, the outstanding Notes or by issuing to the Holder of such Definitive Note an additional Definitive NoteNotes (each, the principal amount of which shall be rounded up to the nearest whole dollar (a “PIK Interest Note”) in a principal amount equal to such interest (“PIK Interest”); provided, that the November 15, 2016 interest payment shall be made entirely in PIK Interest at the PIK Interest Rate. On the May 15, 2018 Interest Payment Date, the Company shall be permitted to make only part of the interest payment in PIK Interest at the PIK Interest Rate and part of the interest payment in Cash Interest at the Cash Interest Rate, provided, that PIK Interest to be paid on such Interest Payment Date shall accrue only for the period from November 15, 2017 to, but not including, March 7, 2018, and any remaining interest for such period shall be payable solely in Cash Interest. Notwithstanding anything to the contrary, the payment of accrued interest in connection with any redemption or repurchase of the Notes as described under Section 3.07 3.07, 4.12, 4.15 or 3.08 4.16 hereof will be made solely in cashCash Interest. If the Company elects to pay interest on the Notes as a combination Cash Interest and PIK Interest, such Cash Interest and PIK Interest shall be paid on the Notes on a pro rata basis. In the event that the Company shall elect to pay PIK Interest for any interest period, then the Company shall deliver a notice to the Trustee and the Holders not less than five Business Days prior to the applicable record date for the relevant Interest Payment Date commencement of the relevant interest period, which notice shall state the total amount of interest to be paid on such Interest Payment Date and the total amount of PIK Interest. Unless otherwise agreed between the Company and the Trustee, with respect to the payment issuance of any PIK InterestInterest Notes, the Company shall deliver to the Trustee no later than two Business Days prior to the applicable Interest Payment Date, (ai) with respect to if such PIK Interest Notes are Definitive Notes, the required amount of new Definitive Notes (rounded up to the nearest whole dollar) and an Authentication Order to authenticate and deliver such PIK Interest Notes on the relevant Interest Payment Date or (bii) with respect to if such PIK Interest Notes are Global Notes, unless prohibited by the procedures of the Depositary, delivering a written order from an Officer of the Company to the Trustee to increase the principal amount of the outstanding Global Note by an amount equal to the amount of PIK Interest for the applicable interest period (rounded up to the nearest whole dollar). Any PIK Interest Note shall, after being executed and and, if applicable, authenticated pursuant to Section 2.02 hereof, be (i) if such PIK Interest Notes are Definitive Notes, mailed to the Person entitled thereto as shown on the register for the Definitive Notes as of the relevant Record Date or (ii) if such PIK Interest Notes are Global Notes, deposited into the account specified by the Holder or Holders thereof as of the relevant record date. Notwithstanding the foregoing, in connection with any PIK Payment on Notes that are Global Notes, the Company may, if requested in writing by any Holder or if required by the procedures of the Depositary, in lieu of increasing the principal amount of such Global Notes, issue the required amount of the PIK Payment in the form of a new Global Note (rounded up to the nearest whole dollar) upon delivery to the Trustee of an Authentication Order to authenticate and deliver such new Global Note on the relevant Interest Payment Date. Any PIK Payment shall be made in such form and on terms as specified in this Section 2.142.13, and the Company shall and the Trustee and Paying Agent may take additional steps as necessary to effect such PIK Payment.

PIK Interest. For any The Borrower shall pay interest period the Company may elect to pay all or any portion of interest in kind (“"PIK Interest”INTEREST") on the then outstanding principal amount of the Notes (a “PIK Payment”) by (a) in the case of interest on any Global Note, by increasing the principal amount of such Global this Note from the date hereof through December 31, 2002 at the rate of 3% per annum and (b) thereafter at the rate of 5% per annum which rate shall be increased on each successive January 1, April 1, July 1 and October 1, 2003, commencing with respect to a Definitive NoteApril 1, 2003, by issuing an additional 0.25% on a cumulative basis (e.g., on April 1, 2003 the Interest Rate will be increased to 5.25%, on July 1, 2003 the Interest Rate will be increased to 5.50%, on October 1, 2003 the Interest Rate will be increased to 5.75%, etc.) (the "PIK INTEREST RATE"), by delivery to the Holder Holder, by a date no later than each Interest Payment Date, of such Definitive Note an additional Definitive Notepromissory note (each, the a "PIK NOTE") having an aggregate principal amount of which shall be rounded up equal to the nearest whole dollar (a “accrued but unpaid PIK Interest Note”). Notwithstanding anything to on this Note (and the contrary, the payment amount of accrued interest in connection with any redemption or repurchase of the Notes as described under Section 3.07 or 3.08 hereof will be made solely in cash. If the Company elects to pay interest on the Notes as a combination Cash Interest and PIK Interest, such Cash Interest and but unpaid PIK Interest shall be paid on the Notes on a pro rata basis. In the event that the Company shall elect any previously delivered PIK Notes) and otherwise having substantially identical terms to pay PIK Interest for any interest periodthis Note (including, then the Company shall deliver a notice to the Trustee and the Holders not less than five Business Days prior to the applicable record date for the relevant Interest Payment Date of the relevant interest period, which notice shall state the total amount of interest to be paid on such Interest Payment Date and the total amount of PIK Interest. Unless otherwise agreed between the Company and the Trusteewithout limitation, with respect to the Interest Rate). Interest on each PIK Note shall accrue at the Interest Rate from the Interest Payment Date in respect of which such additional PIK Note was issued until repayment of the principal and payment of all accrued interest in full. If for any reason one or more PIK InterestNotes shall not be delivered in accordance herewith, Interest shall accrue on this Note such that the Company shall deliver to aggregate Interest due and payable on the Trustee no later than two Business Days prior to the applicable Maturity Date and on each Interest Payment DateDate would be the same as if all PIK Notes not issued had been issued, (a) and the principal payable on the Maturity Date with respect to Definitive Notes, the required amount of new Definitive Notes (rounded up to the nearest whole dollar) and an Authentication Order to authenticate and deliver such PIK Interest Notes on the relevant Interest Payment Date or (b) with respect to Global Notes, unless prohibited by the procedures of the Depositary, a written order from an Officer of the Company to the Trustee to increase the principal amount of the outstanding Global this Note by shall be an amount equal to the amount sum of the principal outstanding hereunder and the aggregate principal which would be outstanding if the PIK Notes not issued had been issued. Notwithstanding the foregoing, at the option of the Borrower, Interest payable under this Section 2(b) shall be payable in cash on any one or more Interest Payment Dates. For purposes of this Note, the term "PIK Interest" shall be deemed to include payments of Interest in cash at the PIK Interest for Rate with respect to such times, if any, that the applicable interest period (rounded up to the nearest whole dollar). Any PIK Interest Note shall, after being executed and authenticated pursuant to Section 2.02 hereof, be mailed to the Person entitled thereto as shown on the register for the Definitive Notes as of the relevant Record Date. Any PIK Payment Borrower shall be made in choose such form and on terms as specified in this Section 2.14, and the Company shall and the Trustee may take additional steps as necessary to effect such PIK Paymentcash option.