Common use of PIK Interest Clause in Contracts

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 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 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 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 issuance of any PIK Interest Notes, the Company shall deliver to the Trustee no later than two Business Days prior to 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) if such PIK Interest Notes are Global Notes, by 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, 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 2.13, and the Company shall and the Trustee and Paying Agent may take additional steps as necessary to effect such PIK Payment.

PIK Interest. Except as set forth in (a) If, on any Required Account Sweep Date, there are insufficient amounts standing to the following sentence and in Section 1 credit of the NotesCollection Account available to pay all interest due in respect of the previous Interest Period pursuant to clause 17.2(c)(ii) (Collection Account), such amount of interest which is not paid (the PIK Loan Amount and any applicable PIK Premium Amount (together the PIK Interest Amount)) shall (subject to paragraph (b) below) not be payable on that date and: (i) if the previous Interest Period corresponds to an Underlying Distribution Block Interest Period, be deferred until the 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 Notes shall Deferred Back-Lever Date, be payable entirely in Cash Interest at the Cash Interest Rate. For any interest period ending on or prior capitalised and added to the November 15outstanding principal of the Loans with effect from that Deferred Back-Lever Date (or, 2017 to the extent that the Underlying Issuer has elected to pay all of the PIK Interest Payment 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 Required Account Sweep Date immediately following the relevant Interest Period); or (ii) otherwise, be capitalised and added to the 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 Company may elect PIK Interest Period Amount is greater than the PIK Period Limit, the Borrower will have to pay all or 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 avoidance of doubt, will not have to pay any portion of interest in kind at the PIK Interest Rate Amount otherwise outstanding on the then outstanding principal amount of the Notes that date). (a “PIK Payment”c) by increasing In this clause: Deferred Loan Amount means the principal amount outstanding of the outstanding Notes or by issuing additional Notes (eachLoans corresponding to such PIK Loan Amount; and PIK Premium Amount means, a “PIK Interest Note”) in a principal an 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 0.50% applied 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 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 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 issuance of any PIK Interest Notes, the Company shall deliver to the Trustee no later than two Business Days prior to the applicable Interest Payment DateDeferred Loan Amount, (i) if such PIK Interest Notes are Definitive Notesmultiplying the result by the actual number of days elapsing in (x) in the case of any Deferred Loan Amount pursuant to paragraph (a)(i) above, the required amount relevant Interest Period that corresponds to the relevant Underlying Distribution Block Interest Period, or (y) in the case of new Definitive Notes any Deferred Loan Amount pursuant to paragraph (rounded up a)(ii) above, the relevant Interest Period, in each case, divided by three hundred and sixty (360), and (ii) rounding the resultant figure to the nearest whole dollar) and an Authentication Order to authenticate and deliver such PIK Interest Notes on the relevant Interest Payment Date or cent (ii) if such PIK Interest Notes are Global Notes, by delivering half 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 (cent being rounded up to the nearest whole dollarupwards). Any PIK Interest Note shall, after being executed 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 2.13, and the Company shall and the Trustee and Paying Agent 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, The Borrower shall pay interest ("PIK INTEREST") on the Notes principal amount of this Note from the 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 payable entirely in Cash 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 at Rate will be increased to 5.25%, on July 1, 2003 the Cash Interest Rate. For any interest period ending Rate will be increased to 5.50%, on or prior October 1, 2003 the Interest Rate will be increased to 5.75%, etc.) (the "PIK INTEREST RATE"), by delivery to the November 15Holder, 2017 by a date no later than each Interest Payment Date, of an additional promissory note (each, a "PIK NOTE") having an aggregate principal amount equal to the Company may elect 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 pay 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 or any portion of accrued interest in kind 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 Maturity Date and on each Interest Payment Date 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 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 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 with respect to such interest (“PIK Interest”); providedtimes, if any, that the November 15, 2016 interest payment Borrower 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 choose 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 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 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 issuance of any PIK Interest Notes, the Company shall deliver to the Trustee no later than two Business Days prior to 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) if such PIK Interest Notes are Global Notes, by 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, 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 2.13, and the Company shall and the Trustee and Paying Agent may take additional steps as necessary to effect such PIK Paymentcash option.

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 June 15, 2017 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 November December 15, 2016 interest payment shall be made entirely in PIK Interest at the PIK Interest Rate. On the May 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 November June 15, 2017 2018 to, but not including, March 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, 4.12, 4.15 4.10 or 4.16 4.14 hereof will be made solely in Cash 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 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 issuance of any PIK Interest Notes, the Company shall deliver to the Trustee no later than two Business Days prior to 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) if such PIK Interest Notes are Global Notes, by 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, 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 2.13, and the Company shall and the Trustee and Paying Agent may take additional steps as necessary to effect such PIK Payment.

PIK Interest. Except as set forth in (i) The Borrowers may, for any Interest Payment Date (other than the following sentence and in Section 1 Maturity Date), elect (such election, a “PIK Election”) to pay up to one hundred percent (100%) of the Notes, interest on the Notes shall be Loans due and payable entirely in Cash on such Interest at the Cash Interest Rate. For any Payment Date in- kind by having such interest period ending on or prior capitalized and added 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 aggregate outstanding principal amount of the Notes Loans on such Interest Payment Date (a any such interest that is capitalized and added to the aggregate outstanding principal amount of the Loans on an Interest Payment Date being referred to herein as “PIK PaymentInterest”) 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 increasing 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 outstanding Notes or by issuing additional Notes (eachLoans 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, a for all purposes hereof, references to “PIK Interest Note”) in a 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 equal to of the Loans from the date on which such interest has been so added. (“ii) The Borrower Representative shall make a 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 Election with respect 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 any Interest Payment Date shall accrue only for (other than 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 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 Maturity Date) by delivering a notice to the Trustee and the Holders Administrative Agent not less later 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 Payment 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 Company shall deliver to the Trustee no later than two Business Days prior to the applicable Interest Payment DateDate in the form of Exhibit F, (i) if such PIK Interest Notes are Definitive Notes, which notice shall specify the required amount portion 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) if such PIK Interest Notes are Global Notes, by 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 Loans as to which interest shall be payable as PIK Interest. The Administrative Agent shall promptly deliver a corresponding notice to each Lender. In the absence of any PIK Election for any Interest Period, interest on the Loans shall be payable in cash. (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 amount 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 for shall be automatically evidenced by this Agreement. Upon the applicable interest period (rounded up to the nearest whole dollar). Any PIK Interest Note shall, after being executed 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 request of the relevant Record Date Administrative Agent 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 NotesLender, the Company may, if requested Borrower shall confirm in writing by any Holder or if required by the procedures of the Depositary, in lieu of increasing the principal amount of such Global Notesthe Loans, issue the required amount of the including all PIK Payment in the form of a new Global Note (rounded up Interest added to the nearest whole dollar) upon delivery principal amount thereof pursuant 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 2.13, and the Company shall and the Trustee and Paying Agent may take additional steps as necessary to effect such PIK Payment2.08.

PIK Interest. Except as set forth in the following sentence and in Section 1 of the Notes, interest (i) Any PIK Interest (including Partial PIK Interest) on the Notes shall will be payable entirely in Cash Interest at the Cash Interest Rate. For any interest period ending on or prior to Holders and (x) with respect to the November 15Notes represented by one or more Global Notes registered in the name of, 2017 Interest Payment or held by, the Depositary or its nominee on the relevant Regular Record 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 Global 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 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 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 issuance of any PIK Interest Notes, the Company shall deliver to the Trustee no later than two Business Days prior to 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) if such PIK Interest Notes are Global Notes, by 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 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 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 Note shall, after being executed 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 applicable 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 Period (rounded up to the nearest whole dollar) upon delivery to ), and the Trustee will, upon receipt of an Authentication Order to authentication order and PIK Notes from the Company, authenticate and deliver such new Global Note 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 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. Any certificated PIK Payment Notes will be issued with the description “PIK Note” on the face of such PIK Note. (ii) 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 2.13, and the Company shall and the Trustee and Paying Agent may take additional steps as necessary to effect such PIK Paymentcash.

PIK Interest. Except as set forth in the following sentence and in Section 1 of the Notes, interest on the Notes The Issuer shall be payable entirely in Cash Interest at the Cash Interest Rate. For any interest period ending on or prior entitled 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 and or in the form of PIK Interest, such Cash Interest and ; 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 shall be paid on the Notes on a pro rata basisas provided herein, including any Default Interest as set forth in ‎Section 2.01(g). In the event that the Company shall elect Issuer elects to pay PIK Interest for any interest periodthe applicable Interest Period, then the Company Issuer shall deliver a notice to the Trustee and the Holders not less than five one (1) Business Days Day prior to the commencement of such Interest Period culminating with the relevant interest period, which notice shall state the total amount of interest to be paid on such applicable Interest Payment Date and for the total amount of PIK Interest. Unless otherwise agreed between respective interest payment period, an Officer’s Certificate (i) stating that the Company and the Trustee, with respect Issuer has elected to the issuance of any pay PIK Interest Notes, the Company shall deliver to the Trustee no later than two Business Days prior to on the applicable Interest Payment Date, (iii) if such 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 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 be paid on the relevant applicable Interest Payment Date or Date, and (iiiv) if such PIK Interest Notes are Global Notes, by delivering a written order from an Officer of the Company to directing the Trustee to increase the aggregate principal amount of the outstanding Global Note by Superpriority Notes as of the applicable Interest Payment Date in 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 Note shall, after being executed and, if applicable, authenticated pursuant to Section 2.02 hereof, Period shall automatically 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 datepayable in cash. 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 interest on the relevant Superpriority Notes for the first Interest Period that is payable on the first Interest Payment Date. Any PIK Payment Date of February 28, 2025 shall be made in such form and on terms payable as specified in this Section 2.13, PIK Interest and the Company Issuer shall and the Trustee and Paying Agent may take additional steps as necessary not be required to effect such deliver a PIK PaymentNotice in respect thereof.

PIK Interest. Except as set forth in the following sentence and in Section 1 of the Notes, interest PIK Interest on this Note shall commence accruing 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 Issuance Date at the PIK Interest Rate and shall be computed on the then outstanding principal amount 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 “PIK Payment”1st) by increasing Business Day of each Calendar Quarter after the principal amount of the outstanding Notes or by issuing additional Notes Issuance Date (each, a an “PIK Interest Note”) in a principal amount equal to such interest (“PIK InterestDate”); provided, that the November 15, 2016 interest payment shall be made entirely in (x) PIK Interest at the shall cease to accrue on this Note on December 31, 2024, and (y) from and after December 31, 2024, no further PIK Interest Rate. On the May 15shall accrue on this Note (provided, 2018 Interest Payment Datethat, the Company shall be permitted to make only part of the interest payment in any PIK Interest at the PIK Interest Rate that shall have accrued on this Note on or prior to December 31, 2024 shall remain outstanding 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 Interesthereunder 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, 4.12, 4.15 or 4.16 hereof will be made solely in Cash 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 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 commencement record 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 issuance of any PIK Interest Notes, the Company shall deliver to the Trustee no later than two Business Days prior to the applicable Interest Payment Date, (i) if by capitalizing such PIK Interest Notes are Definitive Notesand, effective as of such Interest Date, adding it to (and thereby increasing) the outstanding Principal of this Note. For the avoidance of doubt, effective as of, and from and after, any Interest Date, the required amount outstanding Principal 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) if such PIK Interest Notes are Global Notes, this Note shall be increased by 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 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 anduntil December 31, if applicable2024, authenticated pursuant to Section 2.02 hereof, be (i) if such accrue at a PIK Interest Notes are Definitive Notes, mailed to the Person entitled thereto as shown on the register for the Definitive Notes as Rate and be payable by way of inclusion of the relevant Record Date or (ii) if such PIK Interest Notes are Global Notes, deposited into in the account specified by the Holder or Holders thereof as of the relevant record date. Notwithstanding the foregoing, Conversion Amount in connection with any PIK Payment conversion of this Note under Section 3, on Notes that are Global Notes, the Company may, if requested each Redemption Date and/or in writing by connection with any Holder or if required by the procedures payment upon any Bankruptcy Event 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 2.13, and the Company shall and the Trustee and Paying Agent may take additional steps as necessary to effect such PIK PaymentDefault.

PIK Interest. Except as set forth in In addition to the following sentence and in cash interest payable pursuant to Section 1 of the Notes4.01 hereof, 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 Rate on the then outstanding principal amount of the Notes (a “PIK Payment”) paid by increasing the principal amount of the outstanding Notes or by issuing additional Notes (eachsuch notes, a “PIK Interest NoteNotes”) in a principal amount equal (rounded up to such interest 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, 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, providedfurther, 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 if Newco at 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 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 time provides written notice to the Trustee and the Holders 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 Notes for such interest period shall be payable in cash, and the Issuers shall not be permitted to pay PIK Interest for such interest period. All Notes issued pursuant to a PIK Payment shall be governed by, 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 have any duty or obligation to calculate PIK Interest or to verify the Issuers’ or their designees’ calculations of PIK Interest or the correctness thereof. The Issuers shall provide the Trustee with an Officer’s Certificate setting forth its (or its designee’s) calculation of PIK Interest 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 Payment 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 Company shall deliver to the Trustee no later than two Business Days days prior to 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) if such PIK Interest Notes are Global Notes, by 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, 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 2.13, and the Company shall and the Trustee and Paying Agent 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 Rate 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 outstanding Notes or by nearest whole dollar and (b) with respect to a Physical Note, issuing to the Holder of such Physical Note an additional Notes Physical Note, the principal amount of which shall be rounded up to the nearest whole dollar (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 The Company shall be permitted deemed to make only part of have elected to pay all interest on the interest payment in Notes with 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 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 commencement 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 issuance payment of any PIK Interest NotesInterest, the Company shall deliver to the Trustee no later than two Business Days prior to the applicable Interest Payment Date, (ia) if such PIK Interest Notes are Definitive with respect to 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 (iib) if such PIK Interest Notes are with respect to Global Notes, unless prohibited by delivering a written order from an Officer the procedures of the Depositary, a 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, if applicable, and authenticated pursuant to Section 2.02 2.04 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 Physical Notes as of the relevant Regular Record Date or (ii) if such Date. The Company will make PIK Interest Payments on Global Notes are Global Notes, deposited into the account specified held by the Holder Depositary or Holders thereof its nominee, to the Depositary or its nominee, as of the relevant record date. Notwithstanding case may be, as 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 registered holder 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 DateNote. 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 2.13, and the Company shall 2.15 and the Trustee and Paying Agent 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.