Conversion Rights
The applicable prospectus supplement will describe the terms on which holders of our debt securities of a series may convert the securities into our preferred
stock or our common stock. Conversion may be mandatory, at the option of the holder, or at our option, as described in the applicable prospectus supplement.
Subordination Provisions
Our subordinated debt
securities will be subordinated in right of payment, to the extent provided in the subordinated indenture or as described in an applicable prospectus supplement, to the prior payment in full of our senior indebtedness. If we distribute our assets to
creditors upon liquidation, dissolution, reorganization, insolvency, bankruptcy or under similar circumstances, holders of our senior debt will be entitled to be paid in full before any payments will be made on our subordinated debt securities. In
addition, unless otherwise provided in an applicable prospectus supplement, we will not make any payment of principal, premium or interest with respect to subordinated debt securities or on account of their purchase, redemption or other acquisition
if any default in the payment of principal, premium or interest on any senior indebtedness occurs and continues beyond any applicable grace period.
If
the subordinated trustee or the holders of our subordinated debt securities receive a payment that should not have been paid because of the existence of any of the events described above, they will be required to turn over the funds to the holders
of our senior debt. In addition, subject to the payment in full of all senior debt, holders of subordinated debt securities will be subrogated to the rights of the holders of that senior debt with respect to the right to receive payments or
distributions of our cash, property or securities applicable to that senior debt until all amounts owing on the subordinated debt securities are paid in full.
By reason of this subordination, in the event of a distribution of assets upon insolvency, certain of our creditors may recover more, ratably, than holders of
the subordinated debt securities.
The subordinated indenture does not place any limits on the amount of other indebtedness, including senior
indebtedness, that we may issue.
Senior indebtedness with respect to any series of subordinated debt securities will have the meaning
specified in the applicable prospectus supplement for that series. The prospectus supplement, or the information incorporated by reference therein, will also set forth the approximate amount of senior indebtedness outstanding as of a recent date.
Notices
Notices will be mailed to holders of debt
securities at their addresses as they appear in the security register.
Governing Law
The indentures and the debt securities will be governed by, and construed in accordance with, the laws of the State of New York.
Concerning the Trustee
Wells Fargo Bank, National
Association and its affiliates have normal banking relationships with us and it participates as a lender in our revolving credit facility. Wells Fargo Bank, National Association and its affiliates may from time to time in the future provide banking
and other services to us in the ordinary course of their business.
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