Common use of Subordinated Notes Clause in Contracts

Subordinated Notes. (a) Subject to Section 2.16(b), Section 2.16(c), Section 2.16(d) and Section 2.16(e), the Issuer may issue one or more series of Subordinated Notes pursuant to this Indenture (each, a “Subordinated Note Issuance”) for any purpose, including, at the option of the Issuer, for the purpose of funding a redemption of the Class A Notes, in whole or in part. Each Subordinated Note Issuance shall be authorized pursuant to one or more Resolutions. Each Subordinated Note shall be designated generally as a Note for all purposes under this Indenture. Each Subordinated Note shall have such further designations added or incorporated in such title as specified in the related Resolution and set forth in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes, as the case may be. There are no limitations on the use of proceeds from the issuance of any such Subordinated Notes, including making distributions to the Equityholder and redeeming the Class A Notes in whole or in part. (b) If the proceeds of the Subordinated Notes are being used to redeem any of the Notes, on the date of any Subordinated Note Issuance, the Issuer shall issue and sell an aggregate principal amount of Subordinated Notes in an amount not less than the amount sufficient, together with any amounts available in the Capital Account, to pay in full the applicable Redemption Price of the Notes being redeemed thereby plus the Transaction Expenses relating thereto. The proceeds of each sale of such Subordinated Notes shall be used to make any deposit required by Section 3.9, to the extent applicable, to pay such Transaction Expenses and/or for such other purposes, if any, as shall be specified in the Resolution authorizing the issuance of such Subordinated Notes. (c) Each Subordinated Note shall contain such terms as may be established in or pursuant to the related Resolution (subject to Section 2.1(e)) and set forth in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes to the extent permitted herein, shall rank in priority relative to any other series or classes (or sub-classes) of Subordinated Notes as specified in such Resolution and set forth in an indenture supplemental hereto and, in any event, shall be subordinate to the Class A Notes to the extent provided in this Indenture. Prior to the issuance of any such Subordinated Notes, any or all of the following, as applicable, with respect to the related Subordinated Note Issuance shall have been determined by the Issuer and set forth in such Resolution and in any indenture supplemental hereto or specified in the form of such Subordinated Notes, as the case may be, with respect to such Subordinated Notes to be issued: (i) the aggregate principal amount of any such Subordinated Notes that may be issued; (ii) the proposed date of such Subordinated Note Issuance; (iii) the Final Legal Maturity Date of any such Subordinated Notes; (iv) whether any such Subordinated Notes are to have the benefit of any reserve account and, if so, the amount and terms thereof; (v) the rate at which such Subordinated Notes shall bear interest or the method by which such rate shall be determined; (vi) the denomination or denominations in which such Subordinated Notes shall be issuable; (vii) whether such Subordinated Notes will be subject to redemption pursuant to Section 3.8(c); (viii) whether any such Subordinated Notes are to be issuable initially in temporary or permanent global form and, if so, whether beneficial owners of interests in any such permanent global Subordinated Note may exchange such interests for Subordinated Notes of like tenor and of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 2.7, and the circumstances under which and the place or places where any such exchanges may be made and the identity of any initial depositary therefor; (ix) the ranking in priority of such Subordinated Notes relative to any other series or classes (or sub-classes) of Notes; (x) the use of proceeds of such Subordinated Note Issuance; and (xi) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to such Subordinated Notes (which terms shall comply with Applicable Law and not violate any restrictions of this Indenture). (d) If any of the terms of any issue of Subordinated Notes are established by action taken pursuant to one or more Resolutions, such Resolutions shall be delivered to the Trustee setting forth the terms of such Subordinated Notes. (e) Any Subordinated Notes shall be subordinated to the Class A Notes pursuant to the priority of payment provisions under this Indenture, and no payments of principal, interest or Premium, if any, may be made on such Subordinated Notes from the Available Collections Amount until the Class A Notes have been paid in full. In addition, while any Class A Notes are Outstanding, Subordinated Notes may only be redeemed by the Issuer with proceeds from Refinancing Notes in respect of such Subordinated Notes or capital contributions from the Equityholder.

Subordinated Notes. (a) Subject to Section 2.16(b), Section 2.16(c), Section 2.16(d) and Section 2.16(e), the Issuer may issue one or more series of Subordinated Notes pursuant to this Indenture (each, a “Subordinated Note Issuance”) for any purpose, including, at the option of the Issuer, for the purpose of funding a redemption of the Class A Original Notes (or any Refinancing Notes in respect of the Original Notes), in whole or in part. Each Subordinated Note Issuance shall be authorized pursuant to one or more Resolutions. Each Subordinated Note shall be designated generally as a Note for all purposes under this Indenture. Each Subordinated Note shall have such further designations added or incorporated in such title as specified in the related Resolution and set forth in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes, as the case may be. There are no limitations on the use of proceeds from the issuance of any such Subordinated Notes, including making distributions to the Equityholder and redeeming the Class A Original Notes (or any Refinancing Notes in respect of the Original Notes) in whole or in part. (b) If the proceeds of the Subordinated Notes are being used to redeem any of the Notes, on the date of any Subordinated Note Issuance, the Issuer shall issue and sell an aggregate principal amount of Subordinated Notes in an amount not less than the amount sufficient, together with any amounts available in the Capital Account, sufficient to pay in full the applicable Redemption Price of the Notes being redeemed thereby plus the Transaction Expenses relating thereto. The proceeds of each sale of such Subordinated Notes shall be used to make any the deposit required by Section 3.9, to the extent applicable, to pay such Transaction Expenses and/or for such other purposes, if any, as shall be specified in the Resolution authorizing the issuance of such Subordinated Notes. Subject to Section 3.9(b), once a notice of Redemption in respect of any Subordinated Note Issuance is published in accordance with Section 3.9(a), each class of Notes to which such notice applies shall become due and payable on the Redemption Date stated in such notice at their Redemption Price. (c) Each Subordinated Note shall contain such terms as may be established in or pursuant to the related Resolution (subject to Section 2.1(e)) and set forth in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes to the extent permitted herein, shall rank in priority relative to any other series or classes (or sub-classes) of Subordinated Notes as specified in such Resolution and set forth in an indenture supplemental hereto and, in any event, shall be subordinate to the Class A Original Notes (and any Refinancing Notes in respect of the Original Notes) to the extent provided in this Indenture. Prior to the issuance of any such Subordinated Notes, any or all of the following, as applicable, with respect to the related Subordinated Note Issuance shall have been determined by the Issuer and set forth in such Resolution and in any indenture supplemental hereto or specified in the form of such Subordinated Notes, as the case may be, with respect to such Subordinated Notes to be issued: (i) the aggregate principal amount of any such Subordinated Notes that may be issued; (ii) the proposed date of such Subordinated Note Issuance; (iii) the Final Legal Maturity Date of any such Subordinated Notes; (iv) whether any such Subordinated Notes are to have the benefit of any reserve account and, if so, the amount and terms thereof; (v) the rate at which such Subordinated Notes shall bear interest or the method by which such rate shall be determined; (vi) the denomination or denominations in which such Subordinated Notes shall be issuable; (vii) whether such Subordinated Notes will shall be subject to redemption pursuant to Section 3.8(c); (viii) whether any such Subordinated Notes are to be issuable initially in temporary or permanent global form and, if so, whether beneficial owners Beneficial Holders of interests in any such permanent global Subordinated Note may exchange such interests for Subordinated Notes of like tenor and of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 2.7, and the circumstances under which and the place or places where any such exchanges may be made and the identity of any initial depositary therefor; (ix) the ranking in priority of such Subordinated Notes relative to any other series or classes (or sub-classes) of Notes; (x) the use of proceeds of such Subordinated Note Issuance; and (xi) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to such Subordinated Notes (which terms shall comply with Applicable Law and not violate any restrictions of this Indenture). (d) If any of the terms of any issue of Subordinated Notes are established by action taken pursuant to one or more Resolutions, such Resolutions shall be delivered to the Trustee setting forth the terms of such Subordinated Notes. (e) Any Subordinated Notes shall be subordinated to the Class A Original Notes (and any Refinancing Notes in respect of the Original Notes) pursuant to the priority Priority of payment provisions under this IndenturePayments, and no payments of principal, interest or Premium, if any, may be made on such Subordinated Notes from the Available Collections Amount until the Class A Original Notes (and any Refinancing Notes in respect of the Original Notes) have been paid in full. In addition, while any Class A Original Notes are Outstanding, Subordinated Notes may only be redeemed by the Issuer with proceeds from (or any Refinancing Notes in respect of such the Original Notes) are Outstanding, the Issuer may redeem the Subordinated Notes or capital contributions from solely with monies that are received by the EquityholderIssuer pursuant to Section 3.7(b)(ii).

Subordinated Notes. (a) Subject to Section 2.16(b), Section 2.16(c), Section 2.16(d) and Section 2.16(e), the Issuer may issue one or more series of Subordinated Notes pursuant to this Indenture (each, a “Subordinated Note Issuance”) for any purpose, including, at the option of the Issuer, for the purpose of funding a redemption of the Class A Notes, in whole or in part. Each Subordinated Note Issuance shall be authorized pursuant to one or more Resolutions. Each Subordinated Note shall be designated generally as a Note for all purposes under this Indenture; provided, however, that in no event may any Subordinated Notes or an interest therein be offered, sold or transferred to Zealand, the Seller, the Issuer or any of their respective Affiliates. Each Subordinated Note shall have such further designations added or incorporated in such title as specified in the related Resolution and set forth in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes, as the case may be. There are no limitations on the use of proceeds from the issuance of any such Subordinated Notes, including making distributions to the Equityholder and redeeming the Class A Notes in whole or in part. (b) If the proceeds of the Subordinated Notes are being used to redeem any of the Notes, on On the date of any Subordinated Note IssuanceIssuance for the purpose of redemption of the Class A Notes, the Issuer shall issue and sell an aggregate principal amount of Subordinated Notes in an amount not less than the amount sufficient, together with any amounts available in the Capital Account, sufficient to pay in full the applicable Redemption Price of the Notes being redeemed thereby plus the Transaction Expenses relating thereto. The proceeds of each sale of such Subordinated Notes shall be used to make any the deposit required by Section 3.9, to the extent applicable, to pay such Transaction Expenses and/or for such other purposes, if any, as shall be specified in the Resolution authorizing the issuance of such Subordinated Notes. Subject to Section 3.9(b), once a notice of Redemption in respect of any Subordinated Note Issuance is published in accordance with Section 3.9(a), each class of Notes to which such notice applies shall become due and payable on the Redemption Date stated in such notice at their Redemption Price. (c) Each Subordinated Note shall contain such terms as may be established in or pursuant to the related Resolution (subject to Section 2.1(e)) and set forth in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes to the extent permitted herein, shall rank in priority relative to any other series or classes (or sub-classes) of Subordinated Notes as specified in such Resolution and set forth in an indenture supplemental hereto and, in any event, shall be subordinate to the Class A Notes to the extent provided in this Indenture. Prior to the issuance of any such Subordinated Notes, any or all of the following, as applicable, with respect to the related Subordinated Note Issuance shall have been determined by the Issuer and set forth in such Resolution and in any indenture supplemental hereto or specified in the form of such Subordinated Notes, as the case may be, with respect to such Subordinated Notes to be issued: (i) the aggregate principal amount of any such Subordinated Notes that may be issued; (ii) the proposed date of such Subordinated Note Issuance; (iii) the Final Legal Maturity Date of any such Subordinated Notes; (iv) whether any such Subordinated Notes are to have the benefit of any reserve account and, if so, the amount and terms thereofthereof (it being understood that no such Subordinated Notes shall have the benefit of the Interest Reserve Account or the Milestone Payments Reserve Account); (v) the rate at which such Subordinated Notes shall bear interest or the method by which such rate shall be determined; (vi) the denomination or denominations in which such Subordinated Notes shall be issuable; (vii) whether such Subordinated Notes will be subject to redemption pursuant to Section 3.8(c); (viii) whether any such Subordinated Notes are to be issuable initially in temporary or permanent global form and, if so, whether beneficial owners of interests in any such permanent global Subordinated Note may exchange such interests for Subordinated Notes of like tenor and of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 2.7, and the circumstances under which and the place or places where any such exchanges may be made and the identity of any initial depositary therefor; (ix) subject to Section 2.16(e), the ranking in priority of such Subordinated Notes relative to any other series or classes (or sub-classes) of Notes; (x) the use of proceeds of such Subordinated Note Issuance; and (xi) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to such Subordinated Notes (which terms shall comply with Applicable Law and not violate any restrictions of this Indenture). (d) If any of the terms of any issue of Subordinated Notes are established by action taken pursuant to one or more Resolutions, such Resolutions shall be delivered to the Trustee setting forth the terms of such Subordinated Notes. (e) Any Subordinated Notes shall be subordinated in all respects to the Class A Notes pursuant to the priority of payment provisions under under, and the other provisions of, this Indenture, and no payments of principal, interest or Premium, if any, or other amounts, may be made on on, or with respect to, such Subordinated Notes from the Available Collections Amount or from any of the Transaction Accounts until the Class A Notes have been paid in full. In addition, while any Class A Notes are Outstanding, Subordinated Notes may only not be redeemed by the Issuer with proceeds from Refinancing Notes in respect of such Subordinated Notes whole or capital contributions from the Equityholderin part.

Subordinated Notes. (a) Subject to Section 2.16(b)At any time, Section 2.16(c)directly or indirectly, Section 2.16(d) and Section 2.16(e)pay, prepay, repurchase, redeem, retire or otherwise acquire, or make any payment on account of any principal of, interest on or premium payable in connection with the Issuer may issue one repayment or more series redemption of the Subordinated Notes pursuant to this Indenture (each, a “Subordinated Note Issuance”) for any purposeNotes, including, at the option of the Issuer, for the purpose of funding a redemption of the Class A Notes, in whole or in part. Each Subordinated Note Issuance shall be authorized pursuant to one or more Resolutions. Each Subordinated Note shall be designated generally as a Note for all purposes under this Indenture. Each Subordinated Note shall have such further designations added or incorporated in such title as specified in the related Resolution and set forth in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes, as the case may be. There are no limitations on the use of proceeds from the issuance of any such Subordinated Notes, including making distributions to the Equityholder and redeeming the Class A Notes in whole or in part. (b) If the proceeds of the Subordinated Notes are being used to redeem any of the Notes, on the date of any Subordinated Note Issuance, the Issuer shall issue and sell an aggregate principal amount of Subordinated Notes in an amount not less than the amount sufficient, together with any amounts available in the Capital Account, to pay in full the applicable Redemption Price of the Notes being redeemed thereby plus the Transaction Expenses relating thereto. The proceeds of each sale of such Subordinated Notes shall be used to make any deposit required by Section 3.9, to the extent applicable, to pay such Transaction Expenses and/or for such other purposes, if any, as shall be specified in the Resolution authorizing the issuance of such Subordinated Notes. (c) Each Subordinated Note shall contain such terms as may be established in or pursuant to the related Resolution (subject to Section 2.1(e)) and set forth in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes to the extent permitted herein, shall rank in priority relative to any other series or classes (or sub-classes) of Subordinated Notes as specified in such Resolution and set forth in an indenture supplemental hereto and, in any event, shall be subordinate to the Class A Notes to the extent provided in this Indenture. Prior to the issuance of any such Subordinated Noteswithout limitation, any or all of the following, as applicable, with respect to the related Subordinated Note Issuance shall have been determined by the Issuer and set forth in such Resolution and in any indenture supplemental hereto or specified in the form defeasance of such Subordinated Notes, other than (a) so long as no Default or Event of Default shall have occurred and be continuing, regularly scheduled payments of principal and interest to the case may be, with respect to such Subordinated Notes to be issued: (i) extent payment is permitted by the aggregate principal amount terms of any such Subordinated Notes that may be issued; (ii) the proposed date of such Subordinated Note Issuance; Documentation as in effect on the Original Closing Date and (iiib) the Final Legal Maturity Date of any such Subordinated Notes; (iv) whether any such Subordinated Notes are to have the benefit of any reserve account and, if so, the amount and terms thereof; (v) the rate at which such Subordinated Notes shall bear interest or the method by which such rate shall be determined; (vi) the denomination or denominations in which such Subordinated Notes shall be issuable; (vii) whether such Subordinated Notes will be subject to redemption pursuant to Section 3.8(c); (viii) whether any such Subordinated Notes are to be issuable initially in temporary or permanent global form and, if so, whether beneficial owners of interests in any such permanent global Subordinated Note may exchange such interests for Subordinated Notes of like tenor and of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 2.7, and the circumstances under which and the place or places where any such exchanges may be made and the identity of any initial depositary therefor; (ix) the ranking in priority redemptions of such Subordinated Notes relative to any other series on the terms set forth in the Subordinated Note Documentation as in effect on the Original Closing Date and so long as (i) no Default or classes Event of Default shall have occurred and be continuing or would occur as a result of such redemption except as otherwise permitted in Section 2.11(d) and (or sub-classesii) such redemptions shall be made solely out of Notes; (x) the use of proceeds of Extraordinary Receipts or the proceeds of a refinancing of the Subordinated Notes not to exceed the aggregate outstanding principal balance of the Subordinated Notes as of the date of any such redemption and shall occur only after, or concurrently with, any mandatory prepayments required pursuant to Section 2.11(d) hereof have been made, and provided, further, that such refinancing shall not be materially more onerous to the Borrower and shall contain subordination terms substantially similar to those contained in the Subordinated Note Issuance; and (xi) any Documentation and such other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating terms which are acceptable to such Subordinated Notes (which terms the Administrative Agent in all respects. The foregoing shall comply with Applicable Law and not violate any restrictions of this Indenture). (d) If any be deemed a waiver of the terms requirement that the proceeds of Mandatory Extraordinary Receipts and the proceeds of any issue Extra Subordinated Indebtedness be applied as a mandatory prepayment of Subordinated Notes are established by action taken pursuant to one or more Resolutions, such Resolutions shall be delivered to the Trustee setting forth the terms of such Subordinated NotesTerm Loan B under Section 2.11(d) hereof. (e) Any Subordinated Notes shall be subordinated to the Class A Notes pursuant to the priority of payment provisions under this Indenture, and no payments of principal, interest or Premium, if any, may be made on such Subordinated Notes from the Available Collections Amount until the Class A Notes have been paid in full. In addition, while any Class A Notes are Outstanding, Subordinated Notes may only be redeemed by the Issuer with proceeds from Refinancing Notes in respect of such Subordinated Notes or capital contributions from the Equityholder.

Subordinated Notes. Each Global Subordinated Note issued under this Indenture will be deposited with the Trustee at its Corporate Trust Office, as custodian for the Depositary, and registered in the name of the Depositary or the nominee thereof, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of any Global Subordinated Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary as hereinafter provided. Any adjustment of the aggregate principal amount of a Global Subordinated Note to reflect the amount of any increase or decrease in the amount of outstanding Subordinated Notes represented thereby will be made by the Trustee in accordance with written instructions given by the Holder thereof as required by Section 207 hereof and will be made on the records of the Trustee and the Depositary. Section 204Restricted Subordinated Notes. Each Restricted Definitive Subordinated Note and Restricted Global Subordinated Note will bear a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (a) Subject to Section 2.16(bTHE “SECURITIES ACT”), Section 2.16(cOR SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO, AND IN ACCORDANCE WITH, A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT AT THE TIME OF SUCH TRANSFER; (B) TO A PERSON THAT YOU REASONABLY BELIEVE TO BE A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OR TO A PERSON THAT YOU REASONABLY BELIEVE TO BE AN INSTITUTIONAL ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1), Section 2.16(d(2), (3), (7) OR (9) OF REGULATION D UNDER THE SECURITIES ACT; OR (C) UNDER ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (INCLUDING, IF AVAILABLE, THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT), AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED.” The Private Placement Legend set forth above will be removed and a new Subordinated Note of like tenor and principal amount without such Private Placement Legend will be executed by the Company, and upon written request of the Company (together with an Officers’ Certificate and an Opinion of Counsel) given at least three Business Days prior to the proposed authentication date, the Trustee will authenticate and deliver such new Subordinated Note to the respective Holder, if legal counsel to the Holder or owner of beneficial interests requesting the removal of such Private Placement Legend deliver to the Trustee, any Registrar and Paying Agent (if a different Person than the Trustee) and the Company an opinion of counsel in compliance with this Indenture and additionally opining that the restrictive legend can be removed in connection with the transfer in accordance with the Securities Act. ​ Section 2.16(e)205Execution and Authentication. Subordinated Notes will be executed on behalf of the Company by any Authorized Officer and may (but need not) have the Company’s corporate seal or a facsimile thereof reproduced thereon. The signature of an Authorized Officer on the Subordinated Notes may be manual or facsimile. Subordinated Notes bearing the manual or facsimile signatures of individuals who were at the time of execution Authorized Officers of the Company will, to the Issuer may fullest extent permitted by law, bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Subordinated Notes or did not hold such offices at the date of such Subordinated Notes. The Trustee or an Authenticating Agent will authenticate and deliver the Initial Notes for original issue in an aggregate principal amount of up to $80.0 million upon one or more series Company Orders and an Opinion of Counsel. In addition, the Trustee or an Authenticating Agent will upon receipt of a Company Order, Opinion of Counsel and Officers’ Certificate authenticate and deliver any Exchange Notes for an aggregate principal amount not to exceed $80.0 million specified in such Company Order for Exchange Notes issued hereunder. The aggregate principal amount of Outstanding Subordinated Notes pursuant at any time may not exceed the amount set forth in the foregoing sentence, except as provided in Section 209. Unless the context otherwise requires, the initial Subordinated Notes and the Exchange Notes shall constitute one series for all purposes under this Indenture, including with respect to any amendment, waiver, acceleration or other Act of the Holders or upon redemption of the Subordinated Notes. The Subordinated Notes will be issued only in registered form without coupons and in minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof. The Trustee will not be required to authenticate any Subordinated Notes if the issue of such Subordinated Notes under this Indenture (eachwill affect the Trustee’s own rights, duties or immunities under the Subordinated Notes and this Indenture or otherwise in a “manner that is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken. No Subordinated Note Issuance”) will be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, includingunless there appears on such Subordinated Note a certificate of authentication substantially in the form provided for herein executed by or on behalf of the Trustee or by the Authenticating Agent by the manual signature of one of its authorized signatories. Such certificate upon any Subordinated Note will be conclusive evidence, and the only evidence, that such Subordinated Note has been duly authenticated and delivered hereunder. Section 206Registrar and Paying Agent. The Company will maintain an office or agency where Subordinated Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Subordinated Notes may be presented for payment (“Paying Agent”). The Registrar will keep a register of the Subordinated Notes (“Subordinated Note Register”) and of their transfer and exchange. The registered Holder of a Subordinated Note will be treated as the owner of the Subordinated Note for all purposes. The Company may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Company may change any Paying Agent or Registrar without prior notice to any Holder; provided that no such removal or replacement will be effective until a successor Paying Agent or Registrar will have been appointed by the Company and will have accepted such appointment. The Company will notify the Trustee in writing of the name and address of any Registrar or Paying Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee will act as such. The Company or any of its Subsidiaries may act as Paying Agent or Registrar. The Company initially appoints the Trustee to act as the Paying Agent and Registrar for the Subordinated Notes and, in the event that any Subordinated Notes are issued in global form, to initially act as custodian with respect to the Global Subordinated Notes. In the event that the Trustee will not be or will cease to be Registrar with respect the Subordinated Notes, it will have the right to examine the Subordinated Note Register at all reasonable times. There will be only one Subordinated Note Register. Section 207Registration of Transfer and Exchange. ​ (1) Except as otherwise provided in or under this Indenture, upon surrender for registration of transfer of any Subordinated Note, the Company will execute, and the Trustee will authenticate and deliver, in the name of the designated transferee or transferees, one or more new Subordinated Notes denominated as authorized in or under this Indenture, of a like aggregate principal amount bearing a number not contemporaneously outstanding and containing identical terms and provisions. Except as otherwise provided in or under this Indenture, at the option of the IssuerHolder, Subordinated Notes may be exchanged for the purpose of funding a redemption of the Class A Notesother Subordinated Notes containing identical terms and provisions, in whole or any authorized denominations (minimum denominations of $100,000 and any integral multiple of $1,000 in part. Each Subordinated Note Issuance shall be authorized pursuant to one or more Resolutions. Each Subordinated Note shall be designated generally as excess thereof), and of a Note for all purposes under this Indenture. Each Subordinated Note shall have such further designations added or incorporated in such title as specified in the related Resolution and set forth in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Noteslike aggregate principal amount, as the case may be. There are no limitations on the use of proceeds from the issuance of any such Subordinated Notes, including making distributions to the Equityholder and redeeming the Class A Notes in whole or in part. (b) If the proceeds upon surrender of the Subordinated Notes to be exchanged at any office or agency for such purpose. Whenever any Subordinated Notes are being used so surrendered for exchange, the Company will execute, and the Trustee will authenticate and deliver, subject to redeem the terms hereof, the Subordinated Notes that the Holder making the exchange is entitled to receive. All Subordinated Notes issued upon any registration of transfer or exchange of Subordinated Notes will be the valid obligations of the Company evidencing the same debt and entitling the Holders thereof to the same benefits under this Indenture as the Subordinated Notes surrendered upon such registration of transfer or exchange. Every Subordinated Note presented or surrendered for registration of transfer or for exchange or redemption will (if so required by the Company or the Registrar for such Subordinated Note) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar for such Subordinated Note duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge will be made for any registration of transfer or exchange of Subordinated Notes, or any redemption or repayment of Subordinated Notes, or any conversion or exchange of Subordinated Notes for other types of securities or property, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the transfer or exchange of the Subordinated Notes from the Holder requesting such transfer or exchange. Except as otherwise provided in or under this Indenture, the Company will not be required (i) to issue, register the transfer of or exchange any Subordinated Notes during a period beginning at the opening of business 15 days before the day of the selection for redemption of Subordinated Notes under Section 1003 and ending at the close of business on the date day of such selection, or (ii) to register the transfer of or exchange any Subordinated Note, or portion thereof, so selected for redemption, except in the case of any Subordinated Note Issuanceto be redeemed in part, the Issuer shall issue and sell an aggregate principal amount portion thereof not to be redeemed. Any Registrar (if not the Trustee) appointed in accordance with Section 206 hereof will provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Subordinated Notes in an amount not less than the amount sufficient, together with any amounts available in the Capital Account, to pay in full the applicable Redemption Price upon transfer or exchange of the Notes being redeemed thereby plus the Transaction Expenses relating theretoSubordinated Notes. The proceeds of each sale of such Subordinated Notes shall No Registrar will be used required to make any deposit required by Section 3.9, to the extent applicable, to pay such Transaction Expenses and/or for such other purposes, if any, as shall be specified in the Resolution authorizing the issuance registrations of such Subordinated Notes. (c) Each Subordinated Note shall contain such terms as may be established in transfer or pursuant to the related Resolution (subject to Section 2.1(e)) and set forth in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes to the extent permitted herein, shall rank in priority relative to any other series or classes (or sub-classes) exchange of Subordinated Notes as specified during any periods designated in such Resolution and set forth in an indenture supplemental hereto and, in any event, shall be subordinate to the Class A Subordinated Notes to the extent provided or in this IndentureIndenture as periods during which such registration of transfers and exchanges need not be made. Prior The Trustee and the Registrar will have no obligation or duty to the issuance of monitor, determine or inquire as to compliance with any such Subordinated Notes, any restrictions on transfer imposed under this Indenture or all of the following, as applicable, under applicable law with respect to the related any transfer of any interest in any Subordinated Note Issuance shall have been determined by the Issuer and set forth in such Resolution and in (including any indenture supplemental hereto transfers between or specified in the form of such Subordinated Notes, as the case may be, with respect to such Subordinated Notes to be issued: (i) the aggregate principal amount of any such Subordinated Notes that may be issued; (ii) the proposed date of such Subordinated Note Issuance; (iii) the Final Legal Maturity Date of any such Subordinated Notes; (iv) whether any such Subordinated Notes are to have the benefit of any reserve account and, if so, the amount and terms thereof; (v) the rate at which such Subordinated Notes shall bear interest among Depositary participants or the method by which such rate shall be determined; (vi) the denomination or denominations in which such Subordinated Notes shall be issuable; (vii) whether such Subordinated Notes will be subject to redemption pursuant to Section 3.8(c); (viii) whether any such Subordinated Notes are to be issuable initially in temporary or permanent global form and, if so, whether beneficial owners of interests in any such permanent global Global Subordinated Note may exchange such interests for Subordinated Notes of like tenor and of any authorized form and denomination and the circumstances under which any such exchanges may occur, if Note) other than in the manner provided in Section 2.7to require delivery of such certificates and other documentation or evidence as are expressly required by, and the circumstances under which to do so if and the place or places where any such exchanges may be made and the identity of any initial depositary therefor; (ix) the ranking in priority of such Subordinated Notes relative to any other series or classes (or sub-classes) of Notes; (x) the use of proceeds of such Subordinated Note Issuance; and (xi) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to such Subordinated Notes (which terms shall comply with Applicable Law and not violate any restrictions of this Indenture). (d) If any of when expressly required by the terms of any issue of Subordinated Notes are established by action taken pursuant to one or more Resolutionsof, such Resolutions shall be delivered to the Trustee setting forth the terms of such Subordinated Notes. (e) Any Subordinated Notes shall be subordinated to the Class A Notes pursuant to the priority of payment provisions under this Indenture, and no payments of principal, interest to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Paying Agent will have any responsibility for any actions taken or Premium, if any, may be made on such Subordinated Notes from the Available Collections Amount until the Class A Notes have been paid in full. In addition, while any Class A Notes are Outstanding, Subordinated Notes may only be redeemed not taken by the Issuer with proceeds from Refinancing Notes in respect of such Subordinated Notes or capital contributions from the EquityholderDepositary.

Subordinated Notes. (a) Subject to Section 2.16(b), Section 2.16(c), Section 2.16(d) and Section 2.16(e), the Issuer may issue one or more series of Subordinated Notes pursuant to this Indenture (each, a “Subordinated Note Issuance”) for any purpose, including, at the option of the Issuer, for the purpose of funding a redemption of the Class A Original Notes (or any Refinancing Notes in respect of the Original Notes), in whole or in part. Each Subordinated Note Issuance shall be authorized pursuant to one or more Resolutions. Each Subordinated Note shall be designated generally as a Note for all purposes under this Indenture. Each Subordinated Note shall have such further designations added or incorporated in such title as specified in the related Resolution and set forth in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes, as the case may be. There are no limitations on the use of proceeds from the issuance of any such Subordinated Notes, including making distributions to the Equityholder and redeeming the Class A Original Notes (or any Refinancing Notes in respect of the Original Notes) in whole or in part. (b) If the proceeds of the Subordinated Notes are being used to redeem any of the Notes, on the date of any Subordinated Note Issuance, the Issuer shall issue and sell an aggregate principal amount of Subordinated Notes in an amount not less than the amount sufficient, together with any amounts available in the Capital Account, sufficient to pay in full the applicable Redemption Price of the Notes being redeemed thereby plus the Transaction Expenses relating thereto. The proceeds of each sale of such Subordinated Notes shall be used to make any the deposit required by Section 3.9, to the extent applicable, to pay such Transaction Expenses and/or for such other purposes, if any, as shall be specified in the Resolution authorizing the issuance of such Subordinated Notes. Subject to Section 3.9(b), once a notice of Redemption in respect of any Subordinated Note Issuance is published in accordance with Section 3.9(a), each class of Notes to which such notice applies shall become due and payable on the Redemption Date stated in such notice at their Redemption Price. (c) Each Subordinated Note shall contain such terms as may be established in or pursuant to the related Resolution (subject to Section 2.1(e)) and set forth in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes to the extent permitted herein, shall rank in priority relative to any other series or classes (or sub-classes) of Subordinated Notes as specified in such Resolution and set forth in an indenture supplemental hereto and, in any event, shall be subordinate to the Class A Original Notes (and any Refinancing Notes in respect of the Original Notes) to the extent provided in this Indenture. Prior to the issuance of any such Subordinated Notes, any or all of the following, as applicable, with respect to the related Subordinated Note Issuance shall have been determined by the Issuer and set forth in such Resolution and in any indenture supplemental hereto or specified in the form of such Subordinated Notes, as the case may be, with respect to such Subordinated Notes to be issued: (i) the aggregate principal amount of any such Subordinated Notes that may be issued; (ii) the proposed date of such Subordinated Note Issuance; (iii) the Final Legal Maturity Date of any such Subordinated Notes; (iv) whether any such Subordinated Notes are to have the benefit of any reserve account and, if so, the amount and terms thereof; (v) the rate at which such Subordinated Notes shall bear interest or the method by which such rate shall be determined; (vi) the denomination or denominations in which such Subordinated Notes shall be issuable; (vii) whether such Subordinated Notes will shall be subject to redemption pursuant to Section 3.8(c); (viii) whether any such Subordinated Notes are to be issuable initially in temporary or permanent global form and, if so, whether beneficial owners Beneficial Holders of interests in any such permanent global Subordinated Note may exchange such interests for Subordinated Notes of like tenor and of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 2.7, and the circumstances under which and the place or places where any such exchanges may be made and the identity of any initial depositary therefor; (ix) the ranking in priority of such Subordinated Notes relative to any other series or classes (or sub-classes) of Notes; (x) the use of proceeds of such Subordinated Note Issuance; and (xi) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to such Subordinated Notes (which terms shall comply with Applicable Law and not violate any restrictions of this Indenture). (d) If any of the terms of any issue of Subordinated Notes are established by action taken pursuant to one or more Resolutions, such Resolutions shall be delivered to the Trustee setting forth the terms of such Subordinated Notes. (e) Any Subordinated Notes shall be subordinated to the Class A Original Notes (and any Refinancing Notes in respect of the Original Notes) pursuant to the priority Priority of payment provisions under this IndenturePayments, and no payments of principal, interest or Premium, if any, may be made on such Subordinated Notes from the Available Collections Amount until the Class A Original Notes (and any Refinancing Notes in respect of the Original Notes) have been paid in full. In addition, while any Class A Original Notes are Outstanding, Subordinated Notes may only be redeemed by the Issuer with proceeds from (or any Refinancing Notes in respect of such the Original Notes) are Outstanding, the Issuer may redeem the Subordinated Notes or capital contributions from the Equityholdersolely with monies that are not Retained Royalty Payments.

Subordinated Notes. (a) Subject to Section 2.16(b), Section 2.16(c), Section 2.16(d) and Section 2.16(e), the Issuer may issue one or more series of Subordinated Notes pursuant to this Indenture (each, a “Subordinated Note Issuance”) for any purpose, including, at the option of the Issuer, for the purpose of funding a redemption of the Class A Notes, in whole or in part. Each Subordinated Note Issuance shall will be authorized pursuant to one or more Resolutions. Each Subordinated Note shall be designated generally as imprinted ------------------ with a Note for all purposes under this Indenture. Each Subordinated Note shall have such further designations added or incorporated in such title as specified legend substantially in the related Resolution and set forth in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notesfollowing form: THIS NOTE WAS ORIGINALLY ISSUED ON _______ __, as the case may be1998, AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. There are no limitations on the use of proceeds from the issuance of any such Subordinated Notes, including making distributions to the Equityholder and redeeming the Class THE TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN THE PURCHASE AGREEMENT. THE ISSUER OF THIS NOTE WILL FURNISH A Notes in whole or in part. (b) If the proceeds of the Subordinated Notes are being used to redeem any of the Notes, on the date COPY OF THESE PROVISIONS TO THE HOLDER HEREOF WITHOUT CHARGE UPON WRITTEN REQUEST. The transfer of any Subordinated Note Issuanceis subject to the following condition: In connection with the transfer of any Subordinated Note, the Issuer holder thereof shall issue and sell an aggregate principal amount of Subordinated Notes deliver written notice to the Company describing in an amount not less than reasonable detail the amount sufficienttransfer or proposed transfer, together with any amounts available in the Capital Account, to pay in full the applicable Redemption Price an opinion of the Notes being redeemed thereby plus the Transaction Expenses relating thereto. The proceeds of each sale of such Subordinated Notes shall be used to make any deposit required by Section 3.9, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or other counsel which (to the extent applicableCompany's reasonable satisfaction) is knowledgeable in securities law matters, or other evidence satisfactory to pay the Company to the effect that such Transaction Expenses and/or for such other purposes, if any, as shall be specified in the Resolution authorizing the issuance transfer of such Subordinated Notes. (c) Each a Subordinated Note shall contain such terms as may be established in or pursuant to the related Resolution (subject to Section 2.1(e)) and set forth in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes to the extent permitted herein, shall rank in priority relative to any other series or classes (or sub-classes) of Subordinated Notes as specified in such Resolution and set forth in an indenture supplemental hereto and, in any event, shall be subordinate to the Class A Notes to the extent provided in this Indenture. Prior to the issuance of any such Subordinated Notes, any or all of the following, as applicable, with respect to the related Subordinated Note Issuance shall have been determined by the Issuer and set forth in such Resolution and in any indenture supplemental hereto or specified in the form of such Subordinated Notes, as the case may be, with respect to such Subordinated Notes to be issued: (i) the aggregate principal amount of any such Subordinated Notes that may be issued; (ii) the proposed date effected without registration of such Subordinated Note Issuance; (iii) under the Final Legal Maturity Date Securities Act of any such Subordinated Notes; (iv) whether any such Subordinated Notes are to have the benefit of any reserve account and1933, as amended. In addition, if so, the amount and terms thereof; (v) holder of the rate at which such Subordinated Notes shall bear interest or the method by which such rate shall be determined; (vi) the denomination or denominations in which such Subordinated Notes shall be issuable; (vii) whether such Subordinated Notes will be subject to redemption pursuant to Section 3.8(c); (viii) whether any such Subordinated Notes are to be issuable initially in temporary or permanent global form and, if so, whether beneficial owners of interests in any such permanent global Subordinated Note may exchange delivers to the Company an opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or such interests for Subordinated Notes of like tenor and of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 2.7, and the circumstances under which and the place or places where any such exchanges may be made and the identity of any initial depositary therefor; (ix) the ranking in priority of such Subordinated Notes relative to any other series or classes (or sub-classes) of Notes; (x) the use of proceeds counsel that no subsequent transfer of such Subordinated Note Issuance; and (xi) any other termsshall require registration under the Securities Act of 1933, conditionsas amended, rights and preferences (or limitations on the Company shall promptly upon such rights and preferences) relating to such Subordinated Notes (which terms shall comply with Applicable Law and not violate any restrictions of this Indenture). (d) If any of the terms of any issue of Subordinated Notes are established by action taken pursuant to one or more Resolutions, such Resolutions shall be delivered to the Trustee setting forth the terms contemplated transfer deliver a new copy of such Subordinated Notes. (e) Any Note which does not bear the Securities Act portion of the legend set forth in this Section 10.1. Notwithstanding the foregoing, the Sellers shall be entitled to transfer Subordinated Notes shall be subordinated among themselves and the beneficiaries and partners of Sellers which are trusts or limited partnerships without furnishing an opinion of counsel. If the Company is not required to the Class A Notes pursuant to the priority of payment provisions under this Indenture, and no payments of principal, interest or Premium, if any, may be made on such Subordinated Notes from the Available Collections Amount until the Class A Notes have been paid in full. In addition, while any Class A Notes are Outstanding, Subordinated Notes may only be redeemed by the Issuer with proceeds from Refinancing Notes in respect deliver a new copy of such Subordinated Notes or capital contributions from Note not bearing such portion of the Equityholderlegend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this paragraph.

Subordinated Notes. Borrower or Administrative Agent receives (a) Subject to Section 2.16(b), Section 2.16(c), Section 2.16(d) and Section 2.16(e), the Issuer may issue one or more series of Subordinated Notes pursuant to this Indenture (each, a “Subordinated Note Issuance”) for any purpose, including, at the option of the Issuer, for the purpose of funding a redemption of the Class A Notes, in whole or in part. Each Subordinated Note Issuance shall be authorized pursuant to one or more Resolutions. Each Subordinated Note shall be designated generally as a Note for all purposes under this Indenture. Each Subordinated Note shall have such further designations added or incorporated in such title as specified in the related Resolution and set forth in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes, as the case may be. There are no limitations on the use of proceeds notice from the issuance of any such Subordinated Notes, including making distributions to the Equityholder and redeeming the Class A Notes in whole or in part. (b) If the proceeds required holders of the Subordinated Notes are being used of an intent to redeem accelerate the Subordinated Notes, (b) notice from any holder of the Subordinated Notes of an intent to accelerate such holder's Subordinated Notes, on or (c) notice from any holder of the date of any Subordinated Note Issuance, the Issuer shall issue and sell an aggregate principal amount of Subordinated Notes in of acceptance of an amount not less than the amount sufficient, together with any amounts available in the Capital Account, offer from Borrower to pay in full the applicable Redemption Price of the Notes being redeemed thereby plus the Transaction Expenses relating thereto. The proceeds of each sale of such Subordinated Notes shall be used to make any deposit required by Section 3.9, to the extent applicable, to pay such Transaction Expenses and/or for such other purposes, if any, as shall be specified in the Resolution authorizing the issuance of repurchase such Subordinated Notes. (c) Each Subordinated Note shall contain such terms as may be established in or pursuant to the related Resolution (subject to Section 2.1(e)) and set forth in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes to the extent permitted herein, shall rank in priority relative to any other series or classes (or sub-classes) of Subordinated Notes as specified in such Resolution and set forth in an indenture supplemental hereto and, in any event, shall be subordinate to the Class A Notes to the extent provided in this Indenture. Prior to the issuance of any such Subordinated Notes, any or all of the following, as applicable, with respect to the related Subordinated Note Issuance shall have been determined by the Issuer and set forth in such Resolution and in any indenture supplemental hereto or specified in the form of such Subordinated Notes, as the case may be, with respect to such Subordinated Notes to be issued: (i) upon the aggregate occurrence of any Event of Default described in subsection 8.6 or 8.7, each of (a) the unpaid principal amount of and accrued interest on the Loans, (b) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (whether or not any beneficiary under any such Subordinated Notes that may Letter of Credit shall have presented, or shall be issued; entitled at such time to present, the drafts or other documents or certificates required to draw under such Letter of Credit), and (c) all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Borrower, and the obligation of each Lender to make any Loan, the obligation of Administrative Agent to issue any Letter of Credit and the right of any Lender to issue any Letter of Credit hereunder shall thereupon terminate, and (ii) upon the proposed date of such Subordinated Note Issuance; (iii) occurrence and during the Final Legal Maturity Date continuation of any such Subordinated Notes; other Event of Default, Administrative Agent shall, upon the written request or with the written consent of Requisite Lenders, by written notice to Borrower, declare all or any portion of the amounts described in clauses (iva) whether any such Subordinated Notes are through (c) above to have the benefit of any reserve account and, if so, the amount and terms thereof; (v) the rate at which such Subordinated Notes shall bear interest or the method by which such rate shall be determined; (vi) the denomination or denominations in which such Subordinated Notes shall be issuable; (vii) whether such Subordinated Notes will be subject to redemption pursuant to Section 3.8(c); (viii) whether any such Subordinated Notes are to be issuable initially in temporary or permanent global form and, if so, whether beneficial owners of interests in any such permanent global Subordinated Note may exchange such interests for Subordinated Notes of like tenor and of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 2.7be, and the circumstances under which same shall forthwith become, immediately due and payable, and the place obligation of each Lender to make any Loan, the obligation of Administrative Agent to issue any Letter of Credit and the right of any Lender to issue any Letter of Credit hereunder shall thereupon terminate; provided that the foregoing shall not affect in any way the obligations of Lenders under subsection 2.3(c) or places where the obligations of Lenders to purchase participations in any unpaid Swingline Loans as provided in subsection 2.4(b)(ii). Any amounts described in clause (b) above, when received by Administrative Agent, shall be held by Administrative Agent pursuant to the terms of the Security Agreement and shall be applied as therein provided. 103 Notwithstanding anything contained in the second preceding paragraph, if at any time within 60 days after an acceleration of the Loans pursuant to clause (ii) of such exchanges paragraph Borrower shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to subsection 10.6, then Requisite Lenders, by written notice to Borrower, may at their option rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at the election of Requisite Lenders and are not intended, directly or indirectly, to benefit Borrower, and such provisions shall not at any time be construed so as to grant Borrower the identity of right to require Lenders to rescind or annul any initial depositary therefor; (ix) the ranking in priority of such Subordinated Notes relative acceleration hereunder or to any other series preclude Administrative Agent or classes (or sub-classes) of Notes; (x) the use of proceeds of such Subordinated Note Issuance; and (xi) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to such Subordinated Notes (which terms shall comply with Applicable Law and not violate any restrictions of this Indenture). (d) If Lenders from exercising any of the terms rights or remedies available to them under any of any issue of Subordinated Notes the Loan Documents, even if the conditions set forth in this paragraph are established by action taken pursuant to one or more Resolutions, such Resolutions shall be delivered to the Trustee setting forth the terms of such Subordinated Notesmet. (e) Any Subordinated Notes shall be subordinated to the Class A Notes pursuant to the priority of payment provisions under this Indenture, and no payments of principal, interest or Premium, if any, may be made on such Subordinated Notes from the Available Collections Amount until the Class A Notes have been paid in full. In addition, while any Class A Notes are Outstanding, Subordinated Notes may only be redeemed by the Issuer with proceeds from Refinancing Notes in respect of such Subordinated Notes or capital contributions from the Equityholder.

Subordinated Notes. (a) Subject to Section 2.16(b), Section 2.16(c), Section 2.16(d) and Section 2.16(e), the Issuer may issue one or more series of Subordinated Notes pursuant to this Indenture (each, a “Subordinated Note Issuance”) for any purpose, including, at the option of the Issuer, for the purpose of funding a redemption of the Class A Notes, in whole or in part. Each Subordinated Note Issuance shall be authorized pursuant to one or more Resolutions. Each Subordinated Note shall be designated generally as a Note for all purposes under this Indenture. Each Subordinated Note shall have such further designations added or incorporated in such title as specified in the related Resolution and set forth in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes, as the case may be. There are no limitations on the use of proceeds from the issuance of any such Subordinated Notes, including making distributions to the Equityholder and redeeming the Class A Notes in whole or in part. (b) If the proceeds of the Subordinated Notes are being used to redeem any of the Notes, on On the date of any Subordinated Note Issuance, the Issuer shall issue and sell an aggregate principal amount of Subordinated Notes in an amount not less than the amount sufficient, together with any amounts available in the Capital Account, sufficient to pay in full the applicable Redemption Price of the Notes being redeemed thereby plus the Transaction Expenses relating thereto. The proceeds of each sale of such Subordinated Notes shall be used to make any the deposit required by Section 3.93.7, to the extent applicable, to pay such Transaction Expenses and/or for such other purposes, if any, as shall be specified in the Resolution authorizing the issuance of such Subordinated Notes. Subject to Section 3.7(b), once a notice of Redemption in respect of any Subordinated Note Issuance is published in accordance with Section 3.7(a), each class of Notes to which such notice applies shall become due and payable on the Redemption Date stated in such notice at their Redemption Price. (c) Each Subordinated Note shall contain such terms as may be established in or pursuant to the related Resolution (subject to Section 2.1(e)) and set forth in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes to the extent permitted herein, shall rank in priority relative to any other series or classes (or sub-classes) of Subordinated Notes as specified in such Resolution and set forth in an indenture supplemental hereto and, in any event, shall be subordinate to the Class A Notes to the extent provided in this Indenture. Prior to the issuance of any such Subordinated Notes, any or all of the following, as applicable, with respect to the related Subordinated Note Issuance shall have been determined by the Issuer and set forth in such Resolution and in any indenture supplemental hereto or specified in the form of such Subordinated Notes, as the case may be, with respect to such Subordinated Notes to be issued: (i) the aggregate principal amount of any such Subordinated Notes that may be issued; (ii) the proposed date of such Subordinated Note Issuance; (iii) the Final Legal Maturity Date of any such Subordinated Notes; (iv) whether any such Subordinated Notes are to have the benefit of any reserve account and, if so, the amount and terms thereof; (v) the rate at which such Subordinated Notes shall bear interest or the method by which such rate shall be determined; (vi) the denomination or denominations in which such Subordinated Notes shall be issuable; (vii) whether such Subordinated Notes will be subject to redemption pursuant to Section 3.8(c3.6(c); (viii) whether any such Subordinated Notes are to be issuable initially in temporary or permanent global form and, if so, whether beneficial owners of interests in any such permanent global Subordinated Note may exchange such interests for Subordinated Notes of like tenor and of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 2.7, and the circumstances under which and the place or places where any such exchanges may be made and the identity of any initial depositary therefor; (ix) the ranking in priority of such Subordinated Notes relative to any other series or classes (or sub-classes) of Notes; (x) the use of proceeds of such Subordinated Note Issuance; and (xi) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to such Subordinated Notes (which terms shall comply with Applicable Law and not violate any restrictions of this Indenture). (d) If any of the terms of any issue of Subordinated Notes are established by action taken pursuant to one or more Resolutions, such Resolutions shall be delivered to the Trustee setting forth the terms of such Subordinated Notes. (e) Any Subordinated Notes shall be subordinated to the Class A Notes pursuant to the priority of payment provisions under this Indenture, and no cash payments of principal, interest or Premium, if any, may be made on such Subordinated Notes from the Available Collections Amount until the Class A Notes have been paid in full. In addition, while any it being understood that (i) payments of cash interest by the Issuer on such Subordinated Notes from available funds other than the Synthetic Royalty Amount may be made so long as the Class A Notes are Outstanding, current in respect of interest and principal and (ii) Redemption of the Subordinated Notes may only be redeemed by the Issuer with proceeds from Refinancing Notes in respect of such Subordinated Notes or capital contributions otherwise from funds not in the EquityholderCollection Account may occur so long as the Class A Notes are current in respect of interest and principal.

Subordinated Notes. (a) Subject to Section 2.16(b), Section 2.16(c), Section 2.16(d) and Section 2.16(e), the Issuer may issue one or more series of The Subordinated Notes pursuant to this Indenture or the guarantees thereof (each, a “Subordinated Note Issuance”) for or any purpose, including, at the option of the Issuer, for the purpose of funding a redemption of the Class A Notes, in whole or in part. Each Subordinated Note Issuance shall be authorized pursuant to one or more Resolutions. Each Subordinated Note shall be designated generally as a Note for all purposes under this Indenture. Each Subordinated Note shall have such further designations added or incorporated in such title as specified in the related Resolution and set forth in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes, as the case may be. There are no limitations on the use of proceeds from the issuance of any such Subordinated Notes, including making distributions to the Equityholder and redeeming the Class A Notes in whole or in part. (b) If the proceeds refinancing Indebtedness of the Subordinated Notes are being used incurred pursuant to redeem Section 11.12(b)) shall cease, for any reason, to be validly subordinated to the Payment Obligations as provided in the Subordinated Note Indenture (or the agreement governing such refinancing Indebtedness) or the trustee in respect of the Notes, on Subordinated Notes (or the date agreement governing such refinancing Indebtedness) or the holders of any Subordinated Note Issuance, the Issuer shall issue and sell an at least 25% in aggregate principal amount of the Subordinated Notes (or such refinancing Indebtedness) shall so assert; then, and in any such event, (x) if such event is an amount Event of Default specified in clause (i), (ii) or (iii) of paragraph (j) of this Section 12 with respect to any Loan Party, automatically the Commitments shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (including, without limitation, all amounts of L/C Obligations, whether or not less than the amount sufficient, together with any amounts available in the Capital Account, to pay in full the applicable Redemption Price beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder), the Notes being redeemed thereby plus and the Transaction Expenses relating thereto. The proceeds of each sale of Drafts shall immediately become due and payable, and (y) if such Subordinated Notes shall be used to make any deposit required by Section 3.9, to the extent applicable, to pay such Transaction Expenses and/or for such other purposes, if any, as shall be specified in the Resolution authorizing the issuance of such Subordinated Notes. (c) Each Subordinated Note shall contain such terms as may be established in or pursuant to the related Resolution (subject to Section 2.1(e)) and set forth in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes to the extent permitted herein, shall rank in priority relative to event is any other series or classes (or sub-classes) Event of Subordinated Notes as specified in such Resolution and set forth in an indenture supplemental hereto and, in any event, shall be subordinate to the Class A Notes to the extent provided in this Indenture. Prior to the issuance of any such Subordinated NotesDefault, any or all of the followingfollowing actions may be taken: (i) with the consent of the Required Multi-Currency Lenders, the Multi-Currency Administrative Agent may, or upon the request of the Required Multi-Currency Lenders, the Multi-Currency Administrative Agent shall, by notice to the Company, declare the Aggregate Multi-Currency Commitment to be terminated forthwith, whereupon the Aggregate Multi-Currency Commitment shall immediately terminate; and/or (ii) with the consent of the Required Multi-Currency Lenders, the Multi-Currency Administrative Agent may, or upon the request of the Required Multi-Currency Lenders, the Multi-Currency Administrative Agent shall, by notice to the Company (on its own behalf and as applicableagent for the Borrowing Subsidiaries), declare all or any part of the Revolving Credit Loans, Swing Line Loans, Local Loans and Acceptances (with accrued interest thereon) and any other amounts owing under this Agreement to the Multi-Currency Lenders (including, without limitation, all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder), the Revolving Credit Notes and the Drafts to be due and payable forthwith, whereupon the same shall immediately become due and payable; and/or (iii) with the consent of the Required Term Loan Lenders, the Term Loan Administrative Agent may, or upon the request of the Required Term Loan Lenders, the Term Loan Administrative Agent shall, by notice to the Company (on its own behalf and as agent for the Borrowing Subsidiaries), declare all or any part of the Term Loans (with accrued interest thereon) and any other amounts owing under this Agreement to the Term Loan Lenders and the Term Loan Notes to be due and payable forthwith, whereupon the same shall immediately become due and payable. In addition to the remedies set forth above, the Administrative Agents may direct the Collateral Agent to exercise any remedies provided for by the Security Documents in accordance with the terms thereof or any other remedies provided by applicable law. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the related Subordinated Note Issuance shall have been determined by the Issuer and set forth in such Resolution and in any indenture supplemental hereto or specified in the form time of such Subordinated Notes, as the case may be, with respect to such Subordinated Notes to be issued: (i) the aggregate principal amount of any such Subordinated Notes that may be issued; (ii) the proposed date of such Subordinated Note Issuance; (iii) the Final Legal Maturity Date of any such Subordinated Notes; (iv) whether any such Subordinated Notes are to have the benefit of any reserve account and, if so, the amount and terms thereof; (v) the rate at which such Subordinated Notes shall bear interest or the method by which such rate shall be determined; (vi) the denomination or denominations in which such Subordinated Notes shall be issuable; (vii) whether such Subordinated Notes will be subject to redemption pursuant to Section 3.8(c); (viii) whether any such Subordinated Notes are to be issuable initially in temporary or permanent global form and, if so, whether beneficial owners of interests in any such permanent global Subordinated Note may exchange such interests for Subordinated Notes of like tenor and of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 2.7, and the circumstances under which and the place or places where any such exchanges may be made and the identity of any initial depositary therefor; (ix) the ranking in priority of such Subordinated Notes relative to any other series or classes (or sub-classes) of Notes; (x) the use of proceeds of such Subordinated Note Issuance; and (xi) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to such Subordinated Notes (which terms shall comply with Applicable Law and not violate any restrictions of this Indenture). (d) If any of the terms of any issue of Subordinated Notes are established by action taken pursuant to one or more Resolutions, such Resolutions shall be delivered to the Trustee setting forth the terms of such Subordinated Notes. (e) Any Subordinated Notes shall be subordinated to the Class A Notes an acceleration pursuant to the priority preceding paragraph, the Company shall at such time deposit as collateral security for such Letters of payment provisions under this Indenture, and no payments Credit in a Cash Collateral Account an amount of principal, interest or Premium, if any, may cash in Dollars equal to the Deposit Requirement in effect at such time. Amounts held in such Cash Collateral Account shall be made on such Subordinated Notes from the Available Collections Amount until the Class A Notes have been paid in full. In addition, while any Class A Notes are Outstanding, Subordinated Notes may only be redeemed applied by the Issuer Multi-Currency Administrative Agent (in such order as it shall elect) to the payment of the Payment Obligations on account of the Letters of Credit which are then or thereafter due and payable and to cause any then-outstanding Undrawn L/C Obligations to be Fully Secured. Following the payment of all such Payment Obligations and the termination of all Letters of Credit, any balance remaining in such Cash Collateral Account shall be applied in accordance with proceeds from Refinancing Notes the Intercreditor Agreement. Except as expressly provided above in respect this Article XII, presentment, demand, protest and all other notices of such Subordinated Notes or capital contributions from the Equityholderany kind are hereby expressly waived.

Subordinated Notes. This Condition 6.3 is applicable in relation to Notes specified in the Final Terms as being Subordinated Notes (Subordinated Notes). (a) Subject The Subordinated Notes constitute direct, unsecured and subordinated obligations of the Issuer and rank at all times (i) subject to Section 2.16(b)mandatory provisions of law, Section 2.16(c)pari passu without any preference among themselves and pari passu with all other present and future subordinated and unsecured obligations of the Issuer which rank or are expressed to rank pari passu with the Subordinated Notes, Section 2.16(d(ii) junior to present and future obligations of the Issuer in respect of Unsubordinated Notes and Unsubordinated MREL Notes (and all other present and future obligations of the Issuer which rank or are expressed to rank pari passu with Unsubordinated Notes and Unsubordinated MREL Notes) and Section 2.16(e), Senior Non-Preferred Notes (and all other present and future obligations of the Issuer may issue one which rank or more series are expressed to rank pari passu with Senior Non-Preferred Notes) and any other obligations of the Issuer (including subordinated obligations, if relevant) which rank or are expressed to rank senior to the Subordinated Notes, including deposits of the Bank and (iii) in priority to present and future subordinated and unsecured obligations of the Issuer (A) which rank or are expressed to rank junior to the Subordinated Notes pursuant to this Indenture and (each, a “Subordinated Note Issuance”B) for any purpose, including, at in respect of the option share capital of the Issuer, for . For the purpose avoidance of funding a redemption of the Class A Notesdoubt, in whole the event the Subordinated Notes of any Series do not qualify or cease to qualify, in part. Each Subordinated Note Issuance shall be authorized pursuant to one or more Resolutions. Each Subordinated Note shall be designated generally their entirety, as a Note for all purposes under this Indenture. Each Subordinated Note shall have such further designations added or incorporated in such title as specified in the related Resolution and set forth in any indenture supplemental hereto providing for the issuance of such Notes or specified own funds in the form of Tier 2 Capital, such Subordinated Notes shall rank subordinated and junior to unsubordinated unsecured creditors (including depositors and holders of Unsubordinated Notes and Unsubordinated MREL Notes and Senior Non-Preferred Notes) of the Bank, pari passu among themselves and with the Bank’s obligations in respect of any other subordinated instruments which have ceased to qualify, in their entirety, as own funds items and with all other present and future subordinated obligations of the case may be. There Bank which do not rank or are no limitations on the use not expressed by their terms and/or by mandatory and/or overriding provisions of proceeds from the issuance of any such Subordinated Notes, including making distributions law to rank junior or senior to the Equityholder relevant Subordinated Notes (which have so ceased to qualify, in their entirety, as own funds in the form of Tier 2 Capital) and redeeming senior to own fund items. The claims of the Class A Holders will be subordinated to the claims of Senior Creditors, in that, subject as set out in (b) below, payments of principal and interest in respect of the Subordinated Notes (whether in whole the winding up, dissolution, liquidation and/or bankruptcy of the Issuer or otherwise) will be conditional upon the Issuer being solvent at the time of payment by the Issuer and in partthat no principal or interest shall be payable in respect of the Subordinated Notes (whether in the winding up, dissolution, liquidation and/or bankruptcy of the Issuer or otherwise) except to the extent that the Issuer could make such payment and still be solvent immediately thereafter. For this purpose, the Issuer shall be considered to be solvent if it can pay principal and interest in respect of the Subordinated Notes issued by the Issuer and still be able to pay its outstanding debts to the Senior Creditors which are due and payable. (b) If Notwithstanding (a) above, Holders will have a claim against the proceeds Issuer in the case of winding-up, dissolution, liquidation and/or bankruptcy of the Subordinated Notes are being used to redeem any of Issuer, but the Notes, on the date of any Subordinated Note Issuance, Holders will only be paid by the Issuer shall issue and sell an aggregate principal amount of Subordinated Notes in an amount not less than the amount sufficient, together with any amounts available in the Capital Account, to pay after all Senior Creditors have been paid in full and the applicable Redemption Price of Holders irrevocably waive their right to be treated equally with the Notes being redeemed thereby plus the Transaction Expenses relating thereto. The proceeds of each sale of Senior Creditors in such Subordinated Notes shall be used to make any deposit required by Section 3.9, to the extent applicable, to pay such Transaction Expenses and/or for such other purposes, if any, as shall be specified in the Resolution authorizing the issuance of such Subordinated Notescircumstances. (c) Each Subordinated Note shall contain such terms as may be established in or pursuant to the related Resolution (subject to Section 2.1(e)) and set forth in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes to the extent permitted herein, shall rank in priority relative to any other series or classes (or sub-classes) Holder of Subordinated Notes as specified in such Resolution unconditionally and set forth in an indenture supplemental hereto andirrevocably waives any right of set-off, netting, counterclaim, abatement or other similar remedy which it might otherwise have, under the laws of any jurisdiction, in any event, shall be subordinate to respect of the Class A Notes to Subordinated Notes. To the extent provided in this Indenture. Prior to the issuance that any set-off takes place, whether by operation of law or otherwise, between: (y) any such Subordinated Notes, any or all of the following, as applicable, with respect to the related Subordinated Note Issuance shall have been determined amount owed by the Issuer to a Noteholder or Couponholder arising under or in connection with the Subordinated Notes issued by the Issuer or the Coupons relating thereto and set forth in (z) any amount owed to the Issuer by such Resolution and in any indenture supplemental hereto or specified in the form of such Subordinated NotesNoteholder or, as the case may be, with respect Couponholder, such Noteholder or, as the case may be, Couponholder will immediately transfer such amount which is set-off to such Subordinated Notes to be issued: (i) the aggregate principal amount Issuer or, in the event of any such Subordinated Notes that may be issued; (ii) the proposed date of such Subordinated Note Issuance; (iii) the Final Legal Maturity Date of any such Subordinated Notes; (iv) whether any such Subordinated Notes are to have the benefit of any reserve account and, if soits winding up or dissolution or liquidation and/or bankruptcy, the amount and terms thereof; (v) the rate at which such Subordinated Notes shall bear interest liquidator, administrator or the method by which such rate shall be determined; (vi) the denomination or denominations in which such Subordinated Notes shall be issuable; (vii) whether such Subordinated Notes will be subject to redemption pursuant to Section 3.8(c); (viii) whether any such Subordinated Notes are to be issuable initially in temporary or permanent global form and, if so, whether beneficial owners of interests in any such permanent global Subordinated Note may exchange such interests for Subordinated Notes of like tenor and of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 2.7, and the circumstances under which and the place or places where any such exchanges may be made and the identity of any initial depositary therefor; (ix) the ranking in priority of such Subordinated Notes relative to any other series or classes (or sub-classes) of Notes; (x) the use of proceeds of such Subordinated Note Issuance; and (xi) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to such Subordinated Notes (which terms shall comply with Applicable Law and not violate any restrictions of this Indenture). (d) If any relevant insolvency official of the terms Issuer. For the avoidance of any issue of Subordinated Notes are established by action taken pursuant to one or more Resolutionsdoubt, such Resolutions shall be delivered to the Trustee setting forth the terms of such Subordinated Notesthere is no negative pledge provision in these Conditions. (e) Any Subordinated Notes shall be subordinated to the Class A Notes pursuant to the priority of payment provisions under this Indenture, and no payments of principal, interest or Premium, if any, may be made on such Subordinated Notes from the Available Collections Amount until the Class A Notes have been paid in full. In addition, while any Class A Notes are Outstanding, Subordinated Notes may only be redeemed by the Issuer with proceeds from Refinancing Notes in respect of such Subordinated Notes or capital contributions from the Equityholder.

Subordinated Notes. (a) Subject to Section 2.16(b), Section 2.16(c), Section 2.16(d) and Section 2.16(e), the Issuer may issue one or more series of Subordinated Notes pursuant to this Indenture (each, a “Subordinated Note Issuance”) for any purpose, including, at the option of the Issuer, for the purpose of funding a redemption of the Class A Notes, in whole or in part. Each Subordinated Note Issuance shall be authorized pursuant to one or more Resolutions. Each Subordinated Note shall be designated generally as a Note for all purposes under this Indenture. Each Subordinated Note shall have such further designations added or incorporated in such title as specified in the related Resolution and set forth in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes, as the case may be. There are no limitations on the use of proceeds from the issuance of any such Subordinated Notes, including making distributions With respect to the Equityholder and redeeming the Class A Notes in whole unsecured Indebtedness of Borrower evidenced by or in part. (b) If the proceeds of arising under the Subordinated Notes are being used to redeem any of the Notes, as in effect on the date of any Subordinated Note Issuance, the Issuer shall issue and sell an aggregate principal amount of Subordinated Notes in an amount not less than the amount sufficient, together with any amounts available in the Capital Account, to pay in full the applicable Redemption Price of the Notes being redeemed thereby plus the Transaction Expenses relating thereto. The proceeds of each sale of such Subordinated Notes shall be used to make any deposit required by Section 3.9, to the extent applicable, to pay such Transaction Expenses and/or for such other purposes, if any, as shall be specified in the Resolution authorizing the issuance of such Subordinated Notes. (c) Each Subordinated Note shall contain such terms as may be established in or pursuant to the related Resolution (subject to Section 2.1(e)) and set forth in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes to the extent permitted herein, shall rank in priority relative to any other series or classes (or sub-classes) of Subordinated Notes as specified in such Resolution and set forth in an indenture supplemental hereto and, in any event, shall be subordinate to the Class A Notes to the extent provided in this Indenture. Prior to the issuance of any such Subordinated Notes, any or all of the following, as applicable, with respect to the related Subordinated Note Issuance shall have been determined by the Issuer and set forth in such Resolution and in any indenture supplemental hereto or specified in the form of such Subordinated Notes, as the case may be, with respect to such Subordinated Notes to be issuedhereof: (ia) the aggregate principal amount of any such Indebtedness shall not exceed $100,000,000, less the aggregate amount of all repayments, repurchases or redemptions, whether optional or mandatory, in respect thereof, plus interest thereon at the rate provided for in the Subordinated Notes that may be issuedas in effect on the date hereof; (b) Borrower and any Guarantor shall not, directly or indirectly, make any payments in respect of such Indebtedness; except that, (i) if all Subordinated Note Interest Conditions are satisfied at the time of any proposed payment of interest in respect of the Subordinated Notes, as determined by Agent in its Permitted Discretion, Borrower may make regularly scheduled payments or mandatory payments of interest (on an unmatured and non-accelerated basis) in respect of the Subordinated Notes in accordance with the terms of the Subordinated Notes and/or Subordinated Indenture, including, without limitation, Section 10 of the Subordinated Indenture, as in effect on the date hereof, and (ii) the proposed date of such if all Subordinated Note IssuanceRepurchase Conditions are satisfied at the time of any proposed Subordinated Note Repurchase as determined by Agent in its sole discretion, Borrower may make Subordinated Note Repurchases; (iiic) the Final Legal Maturity Date Obligations of any Borrower shall at all times constitute “Designated Senior Indebtedness” (as such quoted term is defined in the Subordinated Notes; (iv) whether any such Subordinated Notes are to have the benefit of any reserve account and, if so, the amount and terms thereof; (v) the rate at which such Subordinated Notes shall bear interest or the method by which such rate shall be determined; (vi) the denomination or denominations in which such Subordinated Notes shall be issuable; (vii) whether such Subordinated Notes will be subject to redemption pursuant to Section 3.8(cIndenture); (viiid) whether any such Subordinated Notes are to be issuable initially in temporary Borrower shall not, directly or permanent global form andindirectly, if so(i) amend, whether beneficial owners of interests modify, alter or change in any such permanent global material respect any terms of Indebtedness arising or in connection with the Subordinated Note may exchange such interests for Notes, the Subordinated Notes of like tenor and Indenture or any related agreements, documents or instruments, except that Borrower may, after prior written notice to Agent, amend, modify, alter or change the terms thereof so as to extend the maturity thereof or defer the timing of any authorized form and denomination and the circumstances under which payments in respect thereof, or to forgive or cancel any portion of such exchanges may occur, if Indebtedness other than pursuant to payments thereof, or to reduce the interest rate or any fees in the manner provided in Section 2.7connection therewith, and the circumstances or (ii) except as expressly permitted under which and the place or places where any such exchanges may be made and the identity of any initial depositary therefor; (ix) the ranking in priority of such Subordinated Notes relative to any other series or classes (or sub-classes) of Notes; (x) the use of proceeds of such Subordinated Note Issuance; and (xi) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to such Subordinated Notes (which terms shall comply with Applicable Law and not violate any restrictions of this Indenture). (d) If any of the terms of this Agreement, redeem, retire, defease, purchase or otherwise acquire such Indebtedness, or set aside or otherwise deposit or invest any issue of Subordinated Notes are established by action taken pursuant to one or more Resolutions, sums for such Resolutions shall be delivered to the Trustee setting forth the terms of such Subordinated Notes. (e) Any Subordinated Notes shall be subordinated to the Class A Notes pursuant to the priority of payment provisions under this Indenture, and no payments of principal, interest or Premium, if any, may be made on such Subordinated Notes from the Available Collections Amount until the Class A Notes have been paid in full. In addition, while any Class A Notes are Outstanding, Subordinated Notes may only be redeemed by the Issuer with proceeds from Refinancing Notes in respect of such Subordinated Notes or capital contributions from the Equityholder.purpose; and

Subordinated Notes. (a) Subject to Section 2.16(b), Section 2.16(c), Section 2.16(d) and Section 2.16(e2.16(d), the Issuer may issue one or more series of Subordinated Notes pursuant to this Indenture (each, a “Subordinated Note Issuance”) for any purpose, including, at the option of the Issuer, for the purpose of funding a redemption of the Class A Notes, in whole or in part. Each Subordinated Note Issuance shall be authorized pursuant to one or more Resolutions. Each Subordinated Note shall be designated generally as a Note for all purposes under this Indenture. Each Subordinated Note shall have such further designations added or incorporated in such title as specified in the related Resolution and set forth in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes, as the case may be. There are no limitations on the use of proceeds from the issuance of any such Subordinated Notes, including making dividends or distributions to the Equityholder Equityholders and redeeming the Class A Notes in whole or in part. If the proceeds of any Subordinated Notes are being used to redeem the Class A Notes, in whole or in part, such Subordinated Notes shall be issued on the Redemption Date on which the Optional Redemption of the Class A Notes being refinanced is to occur as provided in Section 3.10. (b) If the proceeds of the any Subordinated Notes are being used to redeem any of the Class A Notes, on such redemption shall be effected as an Optional Redemption pursuant to Section 3.9(b). On the date of any Subordinated Note Issuancesuch Optional Redemption, the Issuer shall issue and sell an aggregate principal amount of Subordinated Notes in an amount not less than the amount sufficient, together with any amounts available in the Capital Account, sufficient to pay in full the applicable Redemption Price of the Notes being redeemed thereby plus the Transaction Expenses relating thereto. The proceeds of each sale of such Subordinated Notes shall be used to make any the deposit required by Section 3.93.10, to the extent applicable, to pay such Transaction Expenses and/or for such other purposes, if any, as shall be specified in the Resolution authorizing the issuance of such Subordinated Notes. Subject to Section 3.10(b), once a notice of Redemption in respect of any Subordinated Note Issuance is published in accordance with Section 3.10(a), each class of Notes to which such notice applies shall become due and payable on the Redemption Date stated in such notice at their Redemption Price. (c) Each Subordinated Note shall contain such terms as may be established in or pursuant to the related Resolution (subject to Section 2.1(e)2.1) and set forth in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes to the extent permitted herein, shall rank in priority relative to any other series or classes (or sub-classes) of Subordinated Notes as specified in such Resolution and set forth in an indenture supplemental hereto and, in any event, shall be subordinate to the Class A Notes to the extent provided in this Indenture. Prior to the issuance of any such Subordinated Notes, any or all of the following, as applicable, with respect to the related Subordinated Note Issuance shall have been determined by the Issuer and set forth in such Resolution and in any indenture supplemental hereto or specified in the form of such Subordinated Notes, as the case may be, with respect to the such Subordinated Notes to be issued: (i) the aggregate principal amount of any such Subordinated Notes that may be issued; (ii) the proposed date of such Subordinated Note Issuance; (iii) the Final Legal Maturity Date of any such Subordinated Notes; (iv) whether any such Subordinated Notes are to have the benefit of any reserve account and, if so, the amount and terms thereof; (v) the rate at which such Subordinated Notes shall bear interest or the method by which such rate shall be determined; (vi) the denomination or denominations in which such Subordinated Notes shall be issuable; (vii) whether such Subordinated Notes will be subject to redemption pursuant to Section 3.8(c3.9(c); (viii) whether any such Subordinated Notes are to be issuable initially in temporary or permanent global form and, if so, whether beneficial owners of interests in any such permanent global Subordinated Note may exchange such interests for Subordinated Notes of like tenor and of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 2.7, and the circumstances under which and the place or places where any such exchanges may be made and the identity of any initial depositary therefor; (ix) the ranking in priority of such Subordinated Notes relative to any other series or classes (or sub-classes) of Subordinated Notes; (x) the use of proceeds of such Subordinated Note Issuance; and (xi) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to such Subordinated Notes (which terms shall comply with Applicable Law and not violate any restrictions of this Indenture). (d) If any of the terms of any issue of Subordinated Notes are established by action taken pursuant to one or more Resolutions, such Resolutions shall be delivered to the Trustee setting forth the terms of such Subordinated Notes. (e) Any Subordinated Notes shall be subordinated to the Class A Notes pursuant to the priority of payment provisions under this Indenture, and no payments of principal, interest or Premium, if any, may be made on such Subordinated Notes from the Available Collections Amount until the Class A Notes have been paid in full. In addition, while any Class A Notes are Outstanding, Subordinated Notes may only be redeemed by the Issuer with proceeds from Refinancing Notes in respect of such Subordinated Notes or capital contributions from the EquityholderEquityholders.

Subordinated Notes. (a) Subject to Section 2.16(b), Section 2.16(c), Section 2.16(d) and Section 2.16(e2.16(d), the Issuer may issue one or more series of Subordinated Notes pursuant to this Indenture (each, a “Subordinated Note Issuance”) for any purpose, including, at the option of the Issuer, for the purpose of funding a redemption of the Class A Notes, in whole or in part. Each Subordinated Note Issuance shall be authorized pursuant to one or more Resolutions. Each Subordinated Note shall be designated generally as a Note for all purposes under this Indenture. Each Subordinated Note shall have such further designations added or incorporated in such title as specified in the related Resolution and set forth in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes, as the case may be. There are no limitations on the use of proceeds from the issuance of any such Subordinated Notes, including making dividends or distributions to the Equityholder Equityholders and redeeming the Class A Notes in whole or in part. If the proceeds of any Subordinated Notes are being used to redeem the Class A Notes, in whole or in part, such Subordinated Notes shall be issued on the Redemption Date on which the Optional Redemption of the Class A Notes being refinanced is to occur as provided in Section 3.10. (b) If the proceeds of the any Subordinated Notes are being used to redeem any of the Class A Notes, on such redemption shall be effected as an Optional Redemption pursuant to Section 3.9(b). On the date of any Subordinated Note Issuancesuch Optional Redemption, the Issuer shall issue and sell an aggregate principal amount of Subordinated Notes in an amount not less than the amount sufficient, together with any amounts available in the Capital Account, sufficient to pay in full the applicable Redemption Price of the Notes being redeemed thereby plus the Transaction Expenses relating thereto. The proceeds of each sale of such Subordinated Notes shall be used to make any the deposit required by Section 3.93.10, to the extent applicable, to pay such Transaction Expenses and/or for such other purposes, if any, as shall be specified in the Resolution authorizing the issuance of such Subordinated Notes. Subject to Section 3.10(b), once a notice of Redemption in respect of any Subordinated Note Issuance is published in accordance with Section 3.10(a), each class of Notes to which such notice applies shall become due and payable on the Redemption Date stated in such notice at their Redemption Price. (c) Each Subordinated Note shall contain such terms as may be established in or pursuant to the related Resolution (subject to Section 2.1(e)2.1) and set forth in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes to the extent permitted herein, shall rank in priority relative to any other series or classes (or sub-classes) of Subordinated Notes as specified in such Resolution and set forth in an indenture supplemental hereto and, in any event, shall be subordinate to the Class A Notes to the extent provided in this Indenture. Prior to the issuance of any such Subordinated Notes, any or all of the following, as applicable, with respect to the related Subordinated Note Issuance shall have been determined by the Issuer and set forth in such Resolution and in any indenture supplemental hereto or specified in the form of such Subordinated Notes, as the case may be, with respect to such Subordinated Notes to be issued: (i) the aggregate principal amount of any such Subordinated Notes that may be issued; (ii) the proposed date of such Subordinated Note Issuance; (iii) the Final Legal Maturity Date of any such Subordinated Notes; (iv) whether any such Subordinated Notes are to have the benefit of any reserve account and, if so, the amount and terms thereof; (v) the rate at which such Subordinated Notes shall bear interest or the method by which such rate shall be determined; (vi) the denomination or denominations in which such Subordinated Notes shall be issuable; (vii) whether such Subordinated Notes will be subject to redemption pursuant to Section 3.8(c3.9(c); (viii) whether any such Subordinated Notes are to be issuable initially in temporary or permanent global form and, if so, whether beneficial owners of interests in any such permanent global Subordinated Note may exchange such interests for Subordinated Notes of like tenor and of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 2.7, and the circumstances under which and the place or places where any such exchanges may be made and the identity of any initial depositary therefor; (ix) the ranking in priority of such Subordinated Notes relative to any other series or classes (or sub-classes) of Subordinated Notes; (x) the use of proceeds of such Subordinated Note Issuance; and (xi) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to such Subordinated Notes (which terms shall comply with Applicable Law and not violate any restrictions of this Indenture). (d) If any of the terms of any issue of Subordinated Notes are established by action taken pursuant to one or more Resolutions, such Resolutions shall be delivered to the Trustee setting forth the terms of such Subordinated Notes. (e) Any Subordinated Notes shall be subordinated to the Class A Notes pursuant to the priority of payment provisions under this Indenture, and no payments of principal, interest or Premium, if any, may be made on such Subordinated Notes from the Available Collections Amount until the Class A Notes have been paid in full. In addition, while any Class A Notes are Outstanding, Subordinated Notes may only be redeemed by the Issuer with proceeds from Refinancing Notes in respect of such Subordinated Notes or capital contributions from the EquityholderEquityholders.

Subordinated Notes. (a) Subject to Section 2.16(b), Section 2.16(c), Section 2.16(d) and Section 2.16(e), the Issuer may issue one or more series of Subordinated Notes pursuant to this Indenture (each, a “Subordinated Note Issuance”) for any purpose, including, at the option of the Issuer, for the purpose of funding a redemption of the Class A Original Notes (or any Refinancing Notes in respect of the Original Notes), in whole or in part. Each Subordinated Note Issuance shall be authorized pursuant to one or more Resolutions. Each Subordinated Note shall be designated generally as a Note for all purposes under this Indenture. Each Subordinated Note shall have such further designations added or incorporated in such title as specified in the related Resolution and set forth in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes, as the case may be. There are no limitations on the use of proceeds from the issuance of any such Subordinated Notes, including making distributions to the Equityholder and redeeming the Class A Original Notes (or any Refinancing Notes in respect of the Original Notes) in whole or in part. (b) If the proceeds of the Subordinated Notes are being used to redeem any of the Notes, on the date of any Subordinated Note Issuance, the Issuer shall issue and sell an aggregate principal amount of Subordinated Notes in an amount not less than the amount sufficient, together with any amounts available in the Capital Account, sufficient to pay in full the applicable Redemption Price of the Notes being redeemed thereby plus the Transaction Expenses relating thereto. The proceeds of each sale of such Subordinated Notes shall be used to make any the deposit required by Section 3.9, to the extent applicable, to pay such Transaction Expenses and/or for such other purposes, if any, as shall be specified in the Resolution authorizing the issuance of such Subordinated Notes. Subject to Section 3.9(b), once a notice of Redemption in respect of any Subordinated Note Issuance is published in accordance with Section 3.9(a), each class of Notes to which such notice applies shall become due and payable on the Redemption Date stated in such notice at their Redemption Price. (c) Each Subordinated Note shall contain such terms as may be established in or pursuant to the related Resolution (subject to Section 2.1(e)) and set forth in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes to the extent permitted herein, shall rank in priority relative to any other series or classes (or sub-classessubclasses) of Subordinated Notes as specified in such Resolution and set forth in an indenture supplemental hereto and, in any event, shall be subordinate to the Class A Original Notes (and any Refinancing Notes in respect of the Original Notes) to the extent provided in this Indenture. Prior to the issuance of any such Subordinated Notes, any or all of the following, as applicable, with respect to the related Subordinated Note Issuance shall have been determined by the Issuer and set forth in such Resolution and in any indenture supplemental hereto or specified in the form of such Subordinated Notes, as the case may be, with respect to such Subordinated Notes to be issued: (i) the aggregate principal amount of any such Subordinated Notes that may be issued; (ii) the proposed date of such Subordinated Note Issuance; (iii) the Final Legal Maturity Date of any such Subordinated Notes; (iv) whether any such Subordinated Notes are to have the benefit of any reserve account and, if so, the amount and terms thereof; (v) the rate at which such Subordinated Notes shall bear interest or the method by which such rate shall be determined; (vi) the denomination or denominations in which such Subordinated Notes shall be issuable; (vii) whether such Subordinated Notes will shall be subject to redemption pursuant to Section 3.8(c); (viii) whether any such Subordinated Notes are to be issuable initially in temporary or permanent global form and, if so, whether beneficial owners Beneficial Holders of interests in any such permanent global Subordinated Note may exchange such interests for Subordinated Notes of like tenor and of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 2.7, and the circumstances under which and the place or places where any such exchanges may be made and the identity of any initial depositary therefor; (ix) the ranking in priority of such Subordinated Notes relative to any other series or classes (or sub-classes) of Notes; (x) the use of proceeds of such Subordinated Note Issuance; and (xi) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to such Subordinated Notes (which terms shall comply with Applicable Law and not violate any restrictions of this Indenture). (d) If any of the terms of any issue of Subordinated Notes are established by action taken pursuant to one or more Resolutions, such Resolutions shall be delivered to the Trustee setting forth the terms of such Subordinated Notes. (e) Any Subordinated Notes shall be subordinated to the Class A Original Notes (and any Refinancing Notes in respect of the Original Notes) pursuant to the priority Priority of payment provisions under this IndenturePayments, and no payments of principal, interest or Premium, if any, may be made on such Subordinated Notes from the Available Collections Amount until the Class A Original Notes (and any Refinancing Notes in respect of the Original Notes) have been paid in full. In addition, while any Class A Original Notes are Outstanding, Subordinated Notes may only be redeemed by the Issuer with proceeds from (or any Refinancing Notes in respect of such the Original Notes) are Outstanding, the Issuer may redeem the Subordinated Notes or capital contributions from the Equityholdersolely with monies that are not Retained Royalty Payments.