Common use of Exchange Notes and Execution of Exchange Note Indenture Clause in Contracts

Exchange Notes and Execution of Exchange Note Indenture. No later than the 270th day following the consummation of the Acquisition, the Borrower shall have appointed a trustee for the Exchange Note Indenture (and to which the Required Lenders shall not have reasonably objected prior to such date, the “Exchange Note Trustee”, it being acknowledged and agreed that Xxxxx Fargo Bank, National Association, shall be acceptable) and, if any Loans remain outstanding on the 365th day following the Closing Date, promptly thereafter enter into the Exchange Note Indenture to the extent any Lender elects to exchange Loans for Exchange Notes in accordance with Section 3.3 below, which shall contain the terms and provisions set forth in the definition of “Exchange Note Indenture,” and which shall comply with the TIA; provided that the Exchange Note Indenture will not be required to be qualified under the TIA. The Exchange Note Indenture will select the laws of the State of New York as the governing law and forum, and each party thereto will waiver the right to trial by jury and will consent to the non-exclusive jurisdiction of the state and federal courts located in The City of New York.

Exchange Notes and Execution of Exchange Note Indenture. No later than the 270th day following the consummation of the Acquisition, the Borrower and Holdings shall have appointed a trustee for the Exchange Note Indenture (and to which the Required Lenders shall not have reasonably objected prior to such date, the “Exchange Note Trustee”, it being acknowledged and agreed that Xxxxx Fargo Bank, National Association, shall be acceptable) and, if any Loans remain outstanding on the 365th day following the Closing Date, promptly thereafter enter into the Exchange Note Indenture to the extent any Lender elects to exchange Loans for Exchange Notes in accordance with Section 3.3 below, which shall contain the terms and provisions set forth in the definition of “Exchange Note Indenture,” and which shall comply with the TIA; provided that the Exchange Note Indenture will not be required to be qualified under the TIA. The Exchange Note Indenture will select the laws of the State of New York as the governing law and forum, and each party thereto will waiver the right to trial by jury and will consent to the non-exclusive jurisdiction of the state and federal courts located in The City of New York.