Common use of Exchange for Senior Notes Clause in Contracts

Exchange for Senior Notes. (i) On any Business Day on or after the Interim Loan Conversion Date, at the option of the applicable Lender, the Term Loans may be exchanged in whole or in part for one or more Senior Notes having an aggregate principal amount equal to the unpaid principal amount of such Term Loans (an “Exchange”; the date on which any Exchange is or is proposed to be consummated is referred to herein as the “Exchange Date”). The Issuer shall not be required to issue Senior Notes in any Exchange unless the Borrower shall have received requests to issue at least $100,000,000 in aggregate principal amount of Senior Notes (or, if less, an aggregate principal amount equal to the amount of outstanding Loans or Interim Loan Commitments); provided, however, that the foregoing requirement shall not apply with respect to any Exchange with respect to the issuance of additional Senior Notes of the same series or that are issued under an existing Permanent Securities Indenture. (ii) Such Lender shall provide the Borrower prior irrevocable written notice of such election (each such notice, an “Exchange Notice” and the first such notice the “Initial Exchange Notice”), substantially in the form of Exhibit F, at least fifteen Business Days prior to the Exchange Date. The Exchange Notice shall specify the principal amount of Term Loans to be exchanged (which shall be at least $100,000 and integral multiples of $50,000 in excess thereof or the entire remaining aggregate principal amount of Term Loans of such Lender). Term Loans exchanged for Senior Notes pursuant to this Section 2.22 shall be deemed repaid and canceled, and the Senior Notes so issued shall be governed by and construed in accordance with the provisions of the Permanent Securities Indenture. (iii) For each Exchange, the provisions of the Senior Notes issued in such Exchange shall be similar to those described in the Fee Letter and consistent with the Permanent Securities Indenture, with such changes as may be necessary, in the reasonable discretion of the Arrangers, in order for such Senior Notes to contain customary terms and provisions for high yield debt securities at the time of such Exchange. Each Exchange, to the extent resulting in the issuance of a new series of Senior Notes, shall reduce by one the number of Takeout Financings available to the Arrangers pursuant to the Fee Letter. No Exchange Notice may be given effect if there are no remaining Takeout Financings available to the Arrangers pursuant to the Fee Letter. (iv) Subject to Section 2.22(b)(v), not later than the Exchange Date specified in any Exchange Notice, the Borrower shall (A) deliver a written notice to the trustee under the Permanent Securities Indenture (the “Trustee”), directing such Trustee to authenticate and deliver Senior Notes as specified in the Exchange Notice and (B) use all commercially reasonable efforts to effect delivery of such Senior Notes to the requesting Lender. (v) In connection with any Exchange pursuant to this Section 2.22(b) that will result in a reduction in the number of available Takeout Financings, the Borrower will comply with all of the provisions of the Fee Letter (including the provisions of the Fee Letter with respect to the timing of deliverables or other conditions to be met, which requirements with respect to timing will apply in lieu of those set forth in this Section 2.22), unless the requirements of this clause (v) are waived in writing by the Arrangers in their sole discretion.

Exchange for Senior Notes. (i) On any Business Day on or after the Interim Loan Conversion Date, at the option of the applicable Lender, the Extended Term Loans may be exchanged in whole or in part for one or more Senior Notes having an aggregate principal amount equal to the unpaid principal amount of such Extended Term Loans (an “Exchange”; the date on which any Exchange is or is proposed to be consummated is referred to herein as the “Exchange Date”). The Issuer shall not be required to issue Senior Notes in any Exchange unless the Borrower shall have received requests to issue at least $100,000,000 in aggregate principal amount of Senior Notes (or, if less, an aggregate principal amount equal to the amount of outstanding Loans or Interim Loan CommitmentsExtended Term Loans); provided, however, that the foregoing requirement shall not apply with respect to any Exchange with respect to the issuance of additional Senior Notes of the same series or that are issued under an existing Permanent Securities Indenture. (ii) Such Lender shall provide the Borrower prior an irrevocable written notice of such election (each such notice, an “Exchange Notice” and the first such notice the “Initial Exchange Notice”), substantially in the form of Exhibit FA, at least fifteen Business Days prior to the Exchange Date. The Exchange Notice shall specify the principal amount of Extended Term Loans to be exchanged (which shall be at least $100,000 and integral multiples of $50,000 in excess thereof or the entire remaining aggregate principal amount of Extended Term Loans of such Lender). Extended Term Loans exchanged for Senior Notes pursuant to this Section 2.22 2.24 shall be deemed repaid and canceled, and the Senior Notes so issued shall be governed by and construed in accordance with the provisions of the applicable Permanent Securities Indenture. (iii) For each Exchange, the provisions of the Senior Notes issued in such Exchange shall be similar to those described in the Fee Letter and consistent with the Permanent Securities Indenture, with such changes as may be necessary, in the reasonable discretion of the Lead Arrangers, in order for such Senior Notes to contain customary terms and provisions for high yield debt securities at the time of such Exchange; provided, that the Borrower may redeem any Senior Notes held by the Initial Lenders pursuant to an Exchange at par. Each Exchange, to the extent resulting in the issuance of a new series of Senior Notes, shall reduce by one the number of Takeout Financings available to the Lead Arrangers pursuant to the Fee Letter. No Exchange Notice may be given effect if there are no remaining Takeout Financings available to the Lead Arrangers pursuant to the Fee Letter. (iv) Subject to Section 2.22(b)(v2.24(b)(v), not later than the Exchange Date specified in any Exchange Notice, the Borrower shall (A) deliver a written notice to the trustee under the Permanent Securities Indenture (the “Trustee”), directing such Trustee to authenticate and deliver Senior Notes as specified in the Exchange Notice and (B) use all commercially reasonable efforts to effect delivery of such Senior Notes to the requesting Lender. (v) In connection with any Exchange pursuant to this Section 2.22(b2.24(b) that will result in a reduction in the number of available Takeout Financings, the Borrower will comply with all of the provisions of the Fee Letter (including the provisions of the Fee Letter with respect to the timing of deliverables or other conditions to be met, which requirements with respect to timing will apply in lieu of those set forth in this Section 2.222.24), unless such requirements with respect to the requirements timing of this clause (v) the deliverables or other conditions precedent to be met in respect of a Takeout Financing in the Fee Letter are waived in writing by the Lead Arrangers in their sole discretion.

Exchange for Senior Notes. (i) On Subject to satisfaction of the provisions of this Section 2.21(b), on any Business Day on or after the Interim Bridge Loan Conversion Date, at the option of the applicable Lender, the Term Loans of such Lender that have not been exchanged for Senior Notes may be exchanged in whole or in part for one or more Senior Notes having an aggregate principal amount equal to the unpaid principal amount of such Term Loans (an “Exchange”; the date on which any Exchange is or is proposed to be consummated is referred to herein as the “Exchange Date”). The Issuer Borrower shall not be required to issue Senior Notes in any Exchange unless the Borrower shall have received requests to issue at least $100,000,000 150,000,000 in aggregate principal amount of Senior Notes (or, if less, an aggregate principal amount equal to the amount of outstanding Loans or Interim Loan CommitmentsLoans); provided, however, that the foregoing requirement shall not apply with respect to any Exchange with respect to the issuance of additional Senior Notes of the same series or of Senior Notes that are issued outstanding under an existing Permanent Securities Senior Refinancing Indenture. (ii) Such Lender shall provide the Borrower prior irrevocable written notice of such election (each such notice, an “Exchange Notice” and the first such notice notice, the “Initial Exchange Notice”), substantially in the form of Exhibit F, at least fifteen five (5) Business Days prior to the Exchange Date. The Exchange Notice shall specify the aggregate principal amount of Term Loans to be exchanged pursuant to this Section 2.21(b) (which shall be at least $100,000 5,000,000 and integral multiples of $50,000 250,000 in excess thereof or the entire remaining aggregate principal amount of Term Loans of such Lender). Term Loans exchanged for Senior Notes pursuant to this Section 2.22 2.21(b) shall be deemed repaid and canceled, any corresponding Promissory Note delivered hereunder shall be cancelled by the Borrower and the Senior Notes so issued shall be governed by and construed in accordance with the provisions of the Permanent Securities Senior Refinancing Indenture. (iii) For each Exchange, the provisions of the Senior Notes issued in such Exchange shall contain terms, conditions, incurrence-based covenants (and not financial maintenance covenants) and events of defaults, in each case (other than as provided herein) customary for high-yield senior notes, as modified to reflect then-prevailing market conditions as reasonably determined by the Administrative Agent and the financial condition and prospects of Holdings and its subsidiaries at such time, but in any event shall (i) have the same guarantors as the guarantors under the 2020 Senior Secured Credit Agreement (the “Senior Notes Guarantors”), (ii) bear interest, payable in cash, at a fixed rate equal to the Senior Fixed Rate, (iii) mature on the Final Maturity Date, (iv) have a non-call period that is no shorter than three years from the Closing Date with a first call premium at 50% of the coupon stepping down pro rata to par on the date that is two years prior to the Final Maturity Date, (v) be unsecured, (vi) be issued in a Rule 144A offering or pursuant to another private placement exception, in each case, without registration rights and (vii) substantially similar to those described and in no event be more restrictive than the corresponding terms, conditions, covenants and events of default in the Fee Letter and consistent with 2020 Senior Secured Credit Agreement, the Permanent Securities IndentureSenior Secured Loan Documents or the Loan Documents. For the avoidance of doubt, with such changes as may there will be necessary, no financial maintenance covenants in the reasonable discretion respect of the Arrangers, in order for such Senior Notes to contain customary terms and provisions for high yield debt securities at the time of such Exchange. Each Exchange, to the extent resulting in the issuance of a new series of Senior Notes, shall reduce by one the number of Takeout Financings available to the Arrangers pursuant to the Fee Letter. No Exchange Notice may be given effect if there are no remaining Takeout Financings available to the Arrangers pursuant to the Fee Letter. (iv) Subject to Section 2.22(b)(v), not Not later than the Exchange Date specified in any Exchange Notice, the Borrower shall (A) deliver a written notice to the trustee under the Permanent Securities Senior Refinancing Indenture (the “Trustee”), directing such Trustee to authenticate and deliver to each Lender that elects to exchange Term Loans on such Exchange Date Senior Notes as specified in the Exchange Notice and (B) use all commercially reasonable efforts to effect delivery of such Senior Notes to the requesting Lender. (v) In connection with any Exchange pursuant to this Section 2.22(b) that will result in a reduction in the number of available Takeout Financings, the Borrower will comply with all of the provisions of the Fee Letter (including the provisions of the Fee Letter with respect to the timing of deliverables or other conditions to be met, which requirements with respect to timing will apply in lieu of those set forth in this Section 2.22), unless the requirements of this clause (v) are waived in writing by the Arrangers in their sole discretion.