Common use of PIK Interest Clause in Contracts

PIK Interest. The Issuer shall be entitled to elect to pay interest on the Superpriority Notes as Cash Interest or in the form of PIK Interest; provided that the Issuer shall be entitled to elect to pay the Applicable Margin portion of interest (but not the Compounded SOFR portion of interest) on the Superpriority Notes in the form of PIK Interest as provided herein, including any Default Interest as set forth in ‎Section 2.01(g). In the event the Issuer elects to pay PIK Interest for the applicable Interest Period, the Issuer shall deliver to the Trustee one (1) Business Day prior to the commencement of such Interest Period culminating with the applicable Interest Payment Date for the respective interest payment period, an Officer’s Certificate (i) stating that the Issuer has elected to pay PIK Interest on the applicable Interest Payment Date, (ii) setting forth the total amount of interest due and payable on the applicable Interest Payment Date, (iii) setting forth the amount of Cash Interest and PIK Interest to be paid on the applicable Interest Payment Date, and (iv) directing the Trustee to increase the aggregate principal amount of the outstanding Superpriority Notes as of the applicable Interest Payment Date in an amount equal to the PIK Interest payable on such date (a “PIK Notice”), which PIK Notice the Trustee and the Paying Agents shall be entitled to conclusively rely upon. The Trustee shall promptly deliver a copy of the PIK Notice to the Holders of the Superpriority Notes. In the event the Trustee does not receive the PIK Notice from the Issuer in accordance with the preceding sentence, interest on the Superpriority Notes for the applicable Interest Period shall automatically be payable in cash. Notwithstanding the foregoing, interest on the Superpriority Notes for the first Interest Period that is payable on the first Interest Payment Date of February 28, 2025 shall be payable as PIK Interest and the Issuer shall not be required to deliver a PIK Notice in respect thereof.

PIK Interest. The Issuer shall be entitled to For any interest period the Company may elect to pay all 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, increasing the principal amount of such Global Note, rounded up to the nearest whole dollar and (b) with respect to a Physical Note, issuing to the Holder of such Physical Note an additional Physical Note, the principal amount of which shall be rounded up to the nearest whole dollar (a “PIK Interest Note”). The Company shall be deemed to have elected to pay all interest on the Superpriority Notes with PIK Interest unless (i) the Company elects to pay all such interest in cash (“Cash Interest”) as Cash Interest described below or in (ii) with respect to the form of PIK Interest; provided that final interest payment at the Issuer Maturity Date, which payment shall be entitled to elect to pay the Applicable Margin portion of interest (but not the Compounded SOFR portion of interest) on the Superpriority Notes in the form of PIK Interest as provided herein, including any Default Interest as set forth in ‎Section 2.01(g)Cash Interest. In the event that the Issuer elects 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 PeriodPayment Date of the relevant interest period. Notwithstanding anything to the contrary, the Issuer payment of accrued interest in connection with any repurchase of the Notes as described under Article 3 hereof will be made 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 one (1) no later than two Business Day Days prior to the commencement of such Interest Period culminating with the applicable Interest Payment Date for the respective interest payment period, an Officer’s Certificate (i) stating that the Issuer has elected to pay PIK Interest on the applicable Interest Payment Date, (iia) setting forth with respect to Physical Notes, the total required amount of interest due new Physical Notes (rounded up to the nearest whole dollar) and payable a Company Order for authentication and delivery of such PIK Interest Notes on the relevant Interest Payment 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 Company Order to increase the principal amount of the outstanding Global Note as of the Regular Record Date for the applicable Interest Payment Date, (iii) setting forth the amount of Cash Interest and PIK Interest to be paid on the applicable Interest Payment Date, and (iv) directing the Trustee to increase the aggregate principal amount of the outstanding Superpriority Notes as of the applicable Interest Payment Date in by an amount equal to the PIK Interest amount of interest payable on such date (a “PIK Notice”), which PIK Notice the Trustee and the Paying Agents shall be entitled to conclusively rely upon. The Trustee shall promptly deliver a copy of the PIK Notice to the Holders of the Superpriority Notes. In the event the Trustee does not receive the PIK Notice from the Issuer in accordance with the preceding sentence, interest on the Superpriority Notes for the applicable Interest Period interest period (rounded up to the nearest whole dollar), and an adjustment shall automatically be payable in cashmade on the books and records of the Custodian to reflect such increase. Notwithstanding anything to the foregoingcontrary, interest on the Superpriority Notes for the first Interest Period that is payable on the first Interest Payment Date of February 28, 2025 shall be payable as PIK Interest and the Issuer 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 Notice Payment. Any PIK Interest Note shall, after being executed and authenticated pursuant to Section 2.04 hereof, be mailed to the Person entitled thereto as shown on the register for the 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 respect thereofaccordance with the terms of this Indenture and (b) if the PIK Payment is made by increasing the principal amount of Global Notes then authenticated, the Company has delivered the Company Order required by this Section 2.15 and the Trustee has increased the principal amount of Global Notes then authenticated by the relevant amount on or prior to the date the payment is due.

PIK Interest. The Issuer Borrower shall be entitled to elect to pay interest on the Superpriority Notes as Cash Interest or in the form of ("PIK Interest; provided that the Issuer shall be entitled to elect to pay the Applicable Margin portion of interest (but not the Compounded SOFR portion of interestINTEREST") on the Superpriority Notes in principal amount of this Note from the form date hereof through December 31, 2002 at the rate of 3% per annum and 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 April 1, 2003, by 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 as provided hereinINTEREST RATE"), including any Default Interest as set forth in ‎Section 2.01(g). In the event the Issuer elects to pay PIK Interest for the applicable Interest Period, the Issuer shall deliver by delivery to the Trustee one (1) Business Day prior to the commencement of such Interest Period culminating with the applicable Interest Payment Date for the respective interest payment periodHolder, an Officer’s Certificate (i) stating that the Issuer has elected to pay PIK Interest on the applicable by a date no later than each Interest Payment Date, of an additional promissory note (iieach, a "PIK NOTE") setting forth having an aggregate principal amount equal to the total accrued but unpaid PIK Interest on this Note (and the amount of accrued but unpaid PIK Interest on any previously delivered PIK Notes) and otherwise having substantially identical terms to this Note (including, without 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 Notes shall not be delivered in accordance herewith, Interest shall accrue on this Note such that the aggregate Interest due and payable on the applicable Interest Payment Date, (iii) setting forth the amount of Cash Interest Maturity Date and PIK Interest to be paid on the applicable Interest Payment Date, and (iv) directing the Trustee to increase the aggregate principal amount of the outstanding Superpriority Notes as of the applicable each Interest Payment Date in would be the same as if all PIK Notes not issued had been issued, and the principal payable on the Maturity Date with respect to this Note shall be an amount equal to the PIK Interest payable on such date (a “PIK Notice”), which PIK Notice sum of the Trustee principal outstanding hereunder and the Paying Agents shall aggregate principal which would be entitled to conclusively rely upon. The Trustee shall promptly deliver a copy of outstanding if the PIK Notice to the Holders of the Superpriority Notes. In the event the Trustee does Notes not receive the PIK Notice from the Issuer in accordance with the preceding sentence, interest on the Superpriority Notes for the applicable Interest Period shall automatically be payable in cashissued had been issued. Notwithstanding the foregoing, interest on at the Superpriority Notes for option of the first Borrower, Interest Period that is payable on the first Interest Payment Date of February 28, 2025 under this Section 2(b) shall be payable as 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 and Rate with respect to such times, if any, that the Issuer Borrower shall not be required to deliver a PIK Notice in respect thereofchoose such cash option.

PIK Interest. The Issuer Except as set forth in the following sentence and in Section 1 of the Notes, interest on the Notes shall be entitled 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 Rate on the then outstanding principal amount of the Notes (a “PIK Payment”) by increasing the principal amount of the outstanding Notes or by issuing additional Notes (each, 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, 4.12, 4.15 or 4.16 hereof will be made solely in Cash Interest. If the Company elects to pay interest on the Superpriority Notes as a combination Cash Interest or in the form of and PIK Interest; provided that the Issuer , such Cash Interest and PIK Interest shall be entitled to elect to pay the Applicable Margin portion of interest (but not the Compounded SOFR portion of interest) paid on the Superpriority Notes in the form of PIK Interest as provided herein, including any Default Interest as set forth in ‎Section 2.01(g)on a pro rata basis. In the event that the Issuer elects Company shall elect to pay PIK Interest for any interest period, then the applicable Company shall deliver a notice to the Trustee and the Holders not less than five Business Days prior to the commencement of the relevant interest period, which notice shall state the total amount of interest to be paid on such Interest PeriodPayment Date and the total amount of PIK Interest. Unless otherwise agreed between the Company and the Trustee, with respect to the issuance of any PIK Interest Notes, the Issuer Company shall deliver to the Trustee one (1) no later than two Business Day Days prior to the commencement of such Interest Period culminating with the applicable Interest Payment Date for the respective interest payment period, an Officer’s Certificate (i) stating that the Issuer has elected to pay PIK Interest on the applicable Interest Payment Date, (i) 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 (ii) setting forth the total amount of interest due and payable on the applicable Interest Payment Date, (iii) setting forth the amount of Cash Interest and if such PIK Interest Notes are Global Notes, by delivering a written order from an Officer of the Company to be paid on the applicable Interest Payment Date, and (iv) directing the Trustee to increase the aggregate principal amount of the outstanding Superpriority Notes as of the applicable Interest Payment Date in Global Note by an amount equal to the amount of PIK Interest payable on such date (a “PIK Notice”), which PIK Notice the Trustee and the Paying Agents shall be entitled to conclusively rely upon. The Trustee shall promptly deliver a copy of the PIK Notice to the Holders of the Superpriority Notes. In the event the Trustee does not receive the PIK Notice from the Issuer in accordance with the preceding sentence, interest on the Superpriority Notes for the applicable interest period (rounded up to the nearest whole dollar). Any PIK Interest Period shall automatically Note shall, after being executed and, if applicable, authenticated pursuant to Section 2.02 hereof, be payable in cash(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, interest 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 Superpriority Notes for the first Interest Period that is payable on the first relevant Interest Payment Date of February 28, 2025 Date. Any PIK Payment shall be payable made in such form and on terms as PIK Interest specified in this Section 2.13, and the Issuer Company shall not be required and the Trustee and Paying Agent may take additional steps as necessary to deliver a effect such PIK Notice in respect thereofPayment.

PIK Interest. The Issuer shall be entitled to elect to pay interest on the Superpriority Notes as Cash (i) Any PIK Interest or in the form of (including Partial PIK Interest; provided that the Issuer shall be entitled to elect to pay the Applicable Margin portion of interest (but not the Compounded SOFR portion of interest) on the Superpriority Notes will be payable to Holders and (x) with respect to the Notes represented by one or more Global Notes registered in the form name of, or held by, the Depositary or its nominee on the relevant Regular Record Date, by increasing the principal amount of PIK Interest as provided herein, including any Default Interest as set forth in ‎Section 2.01(g). In the event outstanding Global Notes by an amount equal to the Issuer elects to pay amount of PIK Interest for the applicable Interest Period, the Issuer shall deliver Period (rounded up to the nearest whole dollar), and the Trustee one will, upon receipt of an authentication order from the Company, record such increase in principal amount and (1y) Business Day prior 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 commencement amount of such PIK Interest Period culminating with for the applicable Interest Payment Date 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 respective interest payment period, an Officer’s Certificate (i) stating that the Issuer has elected to pay PIK Interest Holders on the applicable Interest Payment Daterelevant record date, (ii) setting forth as shown by the total amount records of interest due and payable on the applicable Interest Payment Date, (iii) setting forth register of Holders. Following an increase in the amount of Cash Interest and PIK Interest to be paid on the applicable Interest Payment Date, and (iv) directing the Trustee to increase the aggregate principal amount of the outstanding Superpriority 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 in an amount equal 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 Interest payable on such date (a Notes will be issued with the description “PIK Notice”)Note” on the face of such PIK Note. (ii) Notwithstanding anything to the contrary in this Indenture or the Notes, which PIK Notice the Trustee payment of accrued and unpaid interest in connection with any repurchase of the Paying Agents Notes as described Article 4 of this Indenture and on the Maturity Date shall be entitled to conclusively rely upon. The Trustee shall promptly deliver a copy of the PIK Notice to the Holders of the Superpriority Notes. In the event the Trustee does not receive the PIK Notice from the Issuer in accordance with the preceding sentence, interest on the Superpriority Notes for the applicable Interest Period shall automatically be payable made solely in cash. Notwithstanding the foregoing, interest on the Superpriority Notes for the first Interest Period that is payable on the first Interest Payment Date of February 28, 2025 shall be payable as PIK Interest and the Issuer shall not be required to deliver a PIK Notice in respect thereof.

PIK Interest. The Issuer Except as set forth in the following sentence and in Section 1 of the Notes, interest on the Notes shall be entitled 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 Rate on the then outstanding principal amount of the Notes (a “PIK Payment”) by increasing the principal amount of the outstanding Notes or by issuing additional Notes (each, 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, 4.10 or 4.14 hereof will be made solely in Cash Interest. If the Company elects to pay interest on the Superpriority Notes as a combination Cash Interest or in the form of and PIK Interest; provided that the Issuer , such Cash Interest and PIK Interest shall be entitled to elect to pay the Applicable Margin portion of interest (but not the Compounded SOFR portion of interest) paid on the Superpriority Notes in the form of PIK Interest as provided herein, including any Default Interest as set forth in ‎Section 2.01(g)on a pro rata basis. In the event that the Issuer elects Company shall elect to pay PIK Interest for any interest period, then the applicable Company shall deliver a notice to the Trustee and the Holders not less than five Business Days prior to the commencement of the relevant interest period, which notice shall state the total amount of interest to be paid on such Interest PeriodPayment Date and the total amount of PIK Interest. Unless otherwise agreed between the Company and the Trustee, with respect to the issuance of any PIK Interest Notes, the Issuer Company shall deliver to the Trustee one (1) no later than two Business Day Days prior to the commencement of such Interest Period culminating with the applicable Interest Payment Date for the respective interest payment period, an Officer’s Certificate (i) stating that the Issuer has elected to pay PIK Interest on the applicable Interest Payment Date, (i) 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 (ii) setting forth the total amount of interest due and payable on the applicable Interest Payment Date, (iii) setting forth the amount of Cash Interest and if such PIK Interest Notes are Global Notes, by delivering a written order from an Officer of the Company to be paid on the applicable Interest Payment Date, and (iv) directing the Trustee to increase the aggregate principal amount of the outstanding Superpriority Notes as of the applicable Interest Payment Date in Global Note by an amount equal to the amount of PIK Interest payable on such date (a “PIK Notice”), which PIK Notice the Trustee and the Paying Agents shall be entitled to conclusively rely upon. The Trustee shall promptly deliver a copy of the PIK Notice to the Holders of the Superpriority Notes. In the event the Trustee does not receive the PIK Notice from the Issuer in accordance with the preceding sentence, interest on the Superpriority Notes for the applicable interest period (rounded up to the nearest whole dollar). Any PIK Interest Period shall automatically Note shall, after being executed and, if applicable, authenticated pursuant to Section 2.02 hereof, be payable in cash(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, interest 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 Superpriority Notes for the first Interest Period that is payable on the first relevant Interest Payment Date of February 28, 2025 Date. Any PIK Payment shall be payable made in such form and on terms as PIK Interest specified in this Section 2.13, and the Issuer Company shall not be required and the Trustee and Paying Agent may take additional steps as necessary to deliver a effect such PIK Notice in respect thereofPayment.

PIK Interest. (i) The Issuer shall be entitled to Borrowers may, for any Interest Payment Date (other than the Maturity Date), elect (such election, a “PIK Election”) to pay up to one hundred percent (100%) of the interest on the Superpriority Notes as Cash Interest or in the form of PIK Interest; provided that the Issuer shall be entitled to elect to pay the Applicable Margin portion of interest (but not the Compounded SOFR portion of interest) on the Superpriority Notes in the form of PIK Interest as provided herein, including any Default Interest as set forth in ‎Section 2.01(g). In the event the Issuer elects to pay PIK Interest for the applicable Interest Period, the Issuer shall deliver to the Trustee one (1) Business Day prior to the commencement of such Interest Period culminating with the applicable Interest Payment Date for the respective interest payment period, an Officer’s Certificate (i) stating that the Issuer has elected to pay PIK Interest on the applicable Interest Payment Date, (ii) setting forth the total amount of interest Loans due and payable on the applicable such Interest Payment Date, (iii) setting forth the amount of Cash Interest Date in- kind by having such interest capitalized and PIK Interest added to be paid on the applicable Interest Payment Date, and (iv) directing the Trustee to increase the aggregate outstanding principal amount of the Loans on such Interest Payment Date (any such interest that is capitalized and added to the aggregate outstanding Superpriority Notes principal amount of 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 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 Borrowers to be paid as PIK Interest on any Interest Payment Date shall not exceed the amount by which Liquidity would be less than the Applicable Liquidity Amount on such Interest Payment Date if the Borrowers were to instead make such PIK Interest payment in cash on such Interest Payment Date. Each PIK Election shall apply ratably to all outstanding Loans. Any interest so added to the principal amount of the Loans shall bear interest as provided in this Section 2.08 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 principal amount of the Loans from the date on which such interest has been so added. (ii) The Borrower Representative shall make a PIK Election with respect to any Interest Payment Date (other than the Maturity Date) by delivering a notice to the Administrative Agent not later than five Business Days prior to the applicable Interest Payment Date in an amount equal to the PIK Interest payable on such date (a “PIK Notice”)form of Exhibit F, which PIK Notice notice shall specify the Trustee and the Paying Agents shall be entitled to conclusively rely upon. The Trustee shall promptly deliver a copy portion of the PIK Notice to the Holders principal amount of the Superpriority Notes. In the event the Trustee does not receive the PIK Notice from the Issuer in accordance with the preceding sentence, Loans as to which interest on the Superpriority Notes for the applicable Interest Period shall automatically be payable in cash. Notwithstanding the foregoing, interest on the Superpriority Notes for the first Interest Period that is payable on the first Interest Payment Date of February 28, 2025 shall be payable as PIK Interest and the Issuer Interest. The Administrative Agent shall not be required to promptly deliver a corresponding notice to each Lender. In the absence of any PIK Notice Election for any Interest Period, interest on the Loans shall be payable in respect thereofcash. (iii) Notwithstanding anything herein to the contrary, interest shall be payable on any principal portion of the Loans that was converted as such pursuant to a PIK Election at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate plus 2.00% per annum. (iv) The obligation of the Borrower to pay PIK Interest shall be automatically evidenced by this Agreement. Upon the request of the Administrative Agent or any Lender, the Borrower shall confirm in writing the principal amount of the Loans, including all PIK Interest added to the principal amount thereof pursuant to this Section 2.08.

PIK Interest. The Issuer In addition to the cash interest payable pursuant to Section 4.01 hereof, interest shall be entitled paid by increasing the principal amount of the outstanding Notes or by issuing Notes (such notes, “PIK Notes”) (rounded up to elect the nearest $1.00) (“PIK Interest”) under this Indenture, having the same terms and conditions as the Notes (in each case, a “PIK Payment”). PIK Interest on the Notes will accrue at a per annum rate of (i) from the Issue Date until the day prior to the first anniversary thereof, 1.50%, (ii) from the first anniversary of the Issue Date until the day prior to the second anniversary thereof, 2.25%, and (iii) from the second anniversary of the Issue Date and thereafter, 3.00%; provided that, at the Issuers’ option, the Issuers may, upon notice of such election no later than 10 Business Days prior to the applicable interest payment record date, pay all interest accruing on the Notes for any interest period in cash; provided, further, that if Newco at any time provides written notice to the Trustee and the Issuers, pursuant to the indenture governing the New Take-Back Notes, that Newco intends to pays cash interest under the New Take-Back Notes during an interest period from and after the second anniversary of the issue date of the New Take-Back Notes, all interest on the Superpriority Notes as Cash Interest or in the form of PIK Interest; provided that the Issuer for such interest period shall be entitled to elect to pay payable in cash, and the Applicable Margin portion of interest (but Issuers shall not the Compounded SOFR portion of interest) on the Superpriority Notes in the form of PIK Interest as provided herein, including any Default Interest as set forth in ‎Section 2.01(g). In the event the Issuer elects be permitted to pay PIK Interest for the applicable Interest Periodsuch interest period. All Notes issued pursuant to a PIK Payment shall be governed by, the Issuer shall deliver and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. (i) The calculation of PIK Interest will be made by the Issuers or on behalf of the Issuers by such Person as the Issuers shall designate, and in no event shall the Trustee one (1) Business Day prior have any duty or obligation to calculate PIK Interest or to verify the commencement Issuers’ or their designees’ calculations of such PIK Interest Period culminating or the correctness thereof. The Issuers shall provide the Trustee with the applicable Interest Payment Date for the respective interest payment period, an Officer’s Certificate setting forth its (ior its designee’s) stating that the Issuer has elected to pay calculation of PIK Interest on not less than five days prior to the applicable Interest Payment Date, (ii) setting forth the total amount of interest due and payable on the applicable Interest Payment Date, (iii) setting forth the amount of Cash Interest and PIK Interest to be paid on the applicable Interest Payment Date, and (iv) directing the Trustee to increase the aggregate principal amount of the outstanding Superpriority Notes as of the applicable Interest Payment Date in an amount equal to the PIK Interest payable on such date (a “PIK Notice”), which PIK Notice the Trustee and the Paying Agents shall be entitled to conclusively rely upon. The Trustee shall promptly deliver a copy of the PIK Notice to the Holders of the Superpriority Notes. In the event the Trustee does not receive the PIK Notice from the Issuer in accordance with the preceding sentence, interest on the Superpriority Notes for the applicable Interest Period shall automatically be payable in cash. Notwithstanding the foregoing, interest on the Superpriority Notes for the first Interest Period that is payable on the first Interest Payment Date of February 28, 2025 shall be payable as PIK Interest and the Issuer shall not be required to deliver a PIK Notice in respect thereof.

PIK Interest. The Issuer shall be entitled (a) If, on any Required Account Sweep Date, there are insufficient amounts standing to elect the credit of the Collection Account available to pay all interest on due in respect of the Superpriority Notes as Cash previous Interest or in the form of PIK Interest; provided that the Issuer shall be entitled Period pursuant to elect to pay the Applicable Margin portion clause 17.2(c)(ii) (Collection Account), such amount of interest which is not paid (but not the Compounded SOFR portion of interest) on PIK Loan Amount and any applicable PIK Premium Amount (together the Superpriority Notes in the form of PIK Interest as provided herein, including any Default Amount)) shall (subject to paragraph (b) below) not be payable on that date and: (i) if the previous Interest as set forth in ‎Section 2.01(g). In the event the Issuer elects Period corresponds to pay PIK Interest for the applicable an Underlying Distribution Block Interest Period, be deferred until the Issuer shall deliver first Required Account Sweep Date immediately following the last day of the Interest Period falling at least 6 months following the end of the relevant Underlying Distribution Ashurst Block Interest Period (the Deferred Back-Lever Date and such period of deferral being the Deferred Back-Lever Period) and on the Deferred Back-Lever Date, be capitalised and added to the Trustee one outstanding principal of the Loans with effect from that Deferred Back-Lever Date (1) Business Day prior or, to the commencement of such Interest Period culminating with the applicable Interest Payment Date for the respective interest payment period, an Officer’s Certificate (i) stating extent that the Underlying Issuer has elected to pay all of the PIK Interest Amount in relation to that Underlying Distribution Block Interest Period on that Deferred Back-Lever Date, pay that PIK Interest Amount in cash on the applicable Required Account Sweep Date immediately following the relevant Interest Payment Date, Period); or (ii) setting forth otherwise, be capitalised and added to the total amount outstanding principal of the Loans with effect from that Required Account Sweep Date (and for the avoidance of doubt, shall no longer constitute a PIK Loan Amount or a PIK Premium Amount following such capitalisation). (b) The aggregate number of entire months comprised in (i) Interest Periods in respect of which PIK Interest Amounts have been capitalised and added to the outstanding principal of the Loans and which have not been repaid and (ii) the Deferred Back-Lever Periods pursuant to paragraph (a)(i) above (the PIK Interest Period Amount), shall not be greater than 30 months (the PIK Period Limit). If on any Required Account Sweep Date, the PIK Interest Period Amount is greater than the PIK Period Limit, the Borrower will have to pay the interest due and payable in respect of the Interest Period immediately prior to that Required Account Sweep Date in full on that Required Account Sweep Date (but, for the applicable avoidance of doubt, will not have to pay any PIK Interest Payment Date, Amount otherwise outstanding on that date). (iiic) setting forth In this clause: Deferred Loan Amount means the principal amount outstanding of Cash Interest Loans corresponding to such PIK Loan Amount; and PIK Interest to be paid on the applicable Interest Payment DatePremium Amount means, and (iv) directing the Trustee to increase the aggregate principal amount of the outstanding Superpriority Notes as of the applicable Interest Payment Date in an amount equal to the PIK Interest payable on such date (a “PIK Notice”), which PIK Notice the Trustee and the Paying Agents shall be entitled to conclusively rely upon. The Trustee shall promptly deliver a copy of the PIK Notice 0.50% applied to the Holders Deferred Loan Amount, (i) multiplying the result by the actual number of days elapsing in (x) in the Superpriority Notes. In case of any Deferred Loan Amount pursuant to paragraph (a)(i) above, the event the Trustee does not receive the PIK Notice from the Issuer in accordance with the preceding sentence, interest on the Superpriority Notes for the applicable Interest Period shall automatically be payable in cash. Notwithstanding the foregoing, interest on the Superpriority Notes for the first relevant Interest Period that is payable on corresponds to the first relevant Underlying Distribution Block Interest Payment Date Period, or (y) in the case of February 28any Deferred Loan Amount pursuant to paragraph (a)(ii) above, 2025 shall be payable as PIK the relevant Interest Period, in each case, divided by three hundred and sixty (360), and (ii) rounding the Issuer shall not be required resultant figure to deliver the nearest cent (half a PIK Notice in respect thereofcent being rounded upwards).