Common use of Exchange Notes Clause in Contracts

Exchange Notes. (a) Subject to satisfaction of the provisions of this Section 2.21 and in reliance upon the representations and warranties of the Borrower herein set forth, on and after the 15th Business Day prior to the Bridge Term Loan Maturity Date and, if the Rollover Conversion occurs, at any time on and after the Bridge Term Loan Maturity Date, each Lender will have the option to notify (an “Exchange Notice”) the Administrative Agent in writing of its request for exchange notes (individually, an “Exchange Note” and collectively, the “Exchange Notes”) in a dollar for dollar exchange at par value for an equal principal amount of all or a portion of its outstanding Loans hereunder; provided that in no event shall any Exchange Notes be issued prior to the Bridge Term Loan Maturity Date. Each Lender’s Exchange Notice shall specify the aggregate principal amount of outstanding Loans that such Lender desires to exchange for Exchange Notes pursuant to this Section 2.21, which shall be in a minimum amount of $1,000,000 (and integral multiples of $1,000 in excess thereof) and, subject to the limitations set forth in the Exchange Note Indenture, shall be Exchange Notes bearing interest at the Second Lien Bridge Total Cap. (b) Notwithstanding the foregoing, such Lender’s Loans shall only be exchanged for Exchange Notes hereunder upon the occurrence of an Exchange Trigger Event, notice of which shall be provided to the Borrower and all such Lenders by the Administrative Agent. Upon receipt of notice of an Exchange Trigger Event, the Borrower shall set a date (each, an “Exchange Date”) for the exchange of Loans for Exchange Notes, which date shall be no less than 10 Business Days and no more than 15 Business Days after its receipt of notice of an Exchange Trigger Event. (c) On each Exchange Date, the Borrower shall execute and deliver, and use commercially reasonable efforts to cause the Exchange Note Trustee to authenticate and deliver, to each Lender or as directed by such Lender that exchanges Loans, an Exchange Note in the principal amount equal to 100% of the aggregate outstanding principal amount of such Loans (or portion thereof) for which each such Exchange Note is being exchanged. The Exchange Notes shall be governed by the Exchange Note Indenture. Upon issuance of the Exchange Notes to a Lender in accordance with this Section 2.21, a corresponding amount of the Loans of such Lender shall be deemed to have been cancelled. (d) The Borrower shall, as promptly as practicable after being requested to do so by the Lenders pursuant to the terms of this Agreement at any time following the first Exchange Trigger Event and no later than the applicable Exchange Date, (i) select a bank or trust company to act as Exchange Note Trustee, (ii) enter into the Exchange Note Indenture and an exchange agreement customary for transactions of this type, (iii) cause counsel to the Borrower and Guarantors to deliver to the Administrative Agent customary legal opinions and 10b-5 letters covering such customary matters as reasonably requested by the Arrangers, (iv) in connection with a resale of Exchange Notes, use commercially reasonable efforts to cause the accountants for the Borrower (and, if applicable, the Target) to deliver “comfort letters” customarily delivered in offerings under Rule 144A of the rules and regulations under the Securities Act and (v) deliver a customary offering memorandum relating to the sale of Exchange Notes in accordance with Rule 144A of the rules and regulations under the Securities Act containing such disclosures as are customary and appropriate for such a document (including Cooperation Information). The Exchange Note Trustee shall at all times be a corporation organized and doing business under the laws of the United States or any State thereof, in good standing, that is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has a combined capital and surplus of not less than $500,000,000; provided that the Borrower shall only be required to assist with respect to matters set forth in clauses (iii), (iv) and (v) on no more than three occasions (which number shall be reduced by the number of completed Take-out Financings), all of which shall occur prior to the first anniversary of the Rollover Loan Maturity Date. (e) It is understood and agreed that the Loans exchanged for Exchange Notes constitute the same Indebtedness as such Exchange Notes and that no novation shall be effected by any such exchange.

Exchange Notes. (a) Subject to satisfaction of the provisions of this Section 2.21 2.19 and in reliance upon the representations and warranties of the Borrower herein set forth, on and after the 15th 20th Business Day prior to the Bridge Term Loan Maturity Date and, if the Rollover Conversion occurs, at any time on and after the Bridge Term Loan Maturity Date, each Lender will have the option to notify (an “Exchange Notice”) the Administrative Agent in writing of its request for senior unsecured exchange notes (individually, an “Exchange Note” and collectively, the “Exchange Notes”) in exchange for a dollar for dollar exchange at par value for an equal like principal amount of all or a portion of its outstanding Loans hereunder; provided that in no event shall any Exchange Notes be issued prior to the Bridge Term Loan Maturity Date. Each Lender’s Exchange Notice shall be irrevocable and shall specify the aggregate principal amount of outstanding Loans that such Lender desires to exchange for Exchange Notes pursuant to this Section 2.212.19, which shall be in a minimum amount of $1,000,000 (and integral multiples of $1,000 in excess thereof) and, ). Exchange Notes issued following the Rollover Date shall be issued with accrued interest from the most recent interest payment date under the Exchange Notes Indenture and the Lender receiving such Exchange Notes shall pay to the Borrower in Dollars on the date of issuance of any such Exchange Notes an amount equal to all accrued and unpaid interest thereon. Loans subject to the limitations set forth in the an Exchange Note Indenture, Notice shall be deemed to have been repaid for all purposes of this Agreement upon issuance of a like principal amount of Exchange Notes bearing interest at the Second Lien Bridge Total Capto such Lender in accordance with clause (c) below. (b) Notwithstanding the foregoing, such Lender’s Loans shall only be exchanged for Exchange Notes hereunder upon the occurrence of an Exchange Trigger Event, notice of which shall be provided to the Borrower and all such Lenders by the Administrative Agent. Upon receipt of Following notice of an Exchange Trigger Event, the Borrower shall set a from time to time exchange any Loan subject to an Exchange Notice for Exchange Notes on the date (each, any such date an “Exchange Date”) for that is no later than the exchange later of Loans for (i) the Rollover Date and (ii) the 10th Business Day after the Borrower’s receipt from the Administrative Agent of both such Exchange Notes, which date shall be no less than 10 Business Days Notice and no more than 15 Business Days after its receipt of notice of an that the Exchange Trigger EventEvent has occurred. (c) On each Exchange Date, the Borrower shall execute and deliver, and use commercially reasonable efforts to cause the Exchange Note Trustee to authenticate and deliver, to each Lender or as directed by such Lender that exchanges Loanshas submitted an Exchange Notice for such Exchange Date, an Exchange Note in the a principal amount equal to 100% of the aggregate outstanding principal amount of such Loans Loan (or portion thereof) for which each is subject to such Exchange Note is being exchangedNotice. The Exchange Notes shall be governed by the Exchange Note Notes Indenture. Upon issuance of the any Exchange Notes Note to a Lender in accordance with this Section 2.212.19, a corresponding amount of the Loans Loan of such Lender shall be deemed to have been cancelledrepaid. (d) The Borrower shall, as promptly as practicable after being requested to do so by the Lenders Arrangers pursuant to the terms of this Agreement at any time and following the first Exchange Trigger Event and no later than the applicable Exchange DateEvent, (i) select a bank or trust company reasonably acceptable to the Administrative Agent to act as Exchange Note Trustee, (ii) enter into the Exchange Note Indenture Notes Registration Rights Agreement and an exchange agreement customary for transactions of this typethe Exchange Notes Indenture, (iii) if requested by the Arrangers, prepare an offering memorandum with respect to the Exchange Notes (including all financial statements and other information that would be required in a registration statement on Form S-3 (or, if the Borrower is not eligible to use Form S-3, on Form S-1) for an offering registered under the Securities Act) and update such offering memorandum from time to time to reflect material changes or developments with respect to the Borrower and its Subsidiaries, (iv) cause counsel to the Borrower and Guarantors to deliver to the Administrative Agent an executed legal opinion in form and substance customary legal opinions and 10b-5 letters covering such customary matters as reasonably requested for a transaction of that type to be mutually agreed upon by the ArrangersBorrower and the Administrative Agent (including, without limitation, with respect to due authorization, execution and delivery; validity; and enforceability of the Exchange Notes Indenture and the Exchange Notes Registration Rights Agreement referred to in clause (ivii) above) and a customary 10b-5 letter with respect to any offering memorandum pursuant to clause (iii) above and cause the independent registered public accountants of the Borrower and the Acquired Business to render customary “comfort letters” (including customary “negative assurances”) with respect to the financial information in connection with a resale of Exchange Notes, such offering memorandum and (v) use commercially reasonable efforts to cause the accountants obtain public ratings for the Borrower (and, if applicable, the Target) to deliver “comfort letters” customarily delivered in offerings under Rule 144A of the rules and regulations under the Securities Act and (v) deliver a customary offering memorandum relating to the sale of Exchange Notes in accordance with Rule 144A from each of the rules Xxxxx’x and regulations under the Securities Act containing such disclosures as are customary and appropriate for such a document (including Cooperation Information). S&P. The Exchange Note Trustee shall at all times be a corporation bank or trust company organized and doing business under the laws of the United States or of any State thereof, in good standing, that or the District of Columbia and having a combined capital and surplus of not less than $50,000,000 which is authorized under such the laws of its jurisdiction of incorporation to exercise corporate trust powers and is subject to supervision or examination by federal Federal, State or state District of Columbia authority and which has a combined capital and surplus of not less than $500,000,000; provided that the Borrower shall only be required to assist with respect to matters set forth an office or agency in clauses (iii)New York, (iv) and (v) on no more than three occasions (which number shall be reduced by the number of completed Take-out Financings), all of which shall occur prior to the first anniversary of the Rollover Loan Maturity DateNew York. (e) It is understood and agreed that the Loans exchanged for Exchange Notes constitute the same Indebtedness as such Exchange Notes and that no novation shall be effected by any such exchange.

Exchange Notes. (a) Subject to satisfaction of the provisions of this Section 2.21 2.8 and in reliance upon the representations and warranties of the Borrower Company herein set forth, on and at any time after the 15th Business Day prior to the Bridge Term Loan Maturity Date and, if date of the Rollover Conversion occurs(each, at any time on and after the Bridge Term Loan Maturity Date, each Lender will have the option to notify (an “Exchange NoticeDate”) ), at the Administrative Agent in writing option of its request the applicable Lender, the Rollover Loans of such Lender may be exchanged for exchange notes (individually, an “Exchange Note” and collectively, the “Exchange Notes”) in a dollar Sterling for dollar Dollar or a Sterling for Euro exchange at par value for an equal principal amount of all or a portion of its outstanding Rollover Loans hereunder; provided that , in no event shall any each case, based on the Exchange Notes be issued Rate at the close of business on the Business Day prior to the Bridge Term Loan Maturity Exchange Date; provided, however, that (i) such Lender’s Rollover Loans shall only be exchanged for Exchange Notes hereunder following the occurrence of an Exchange Trigger Event, (ii) Administrative Agent shall provide Company and the Lenders written notice of the occurrence of an Exchange Trigger Event (an “Exchange Trigger Event Notice”) five days (ten days in the case of notice of the occurrence of the first Exchange Trigger Event) prior to an Exchange Date for such Lender’s Rollover Loans to be exchanged for Exchange Notes on such Exchange Date (an “Exchange Event”) and the Exchange Event shall occur on such fifth or tenth day, as applicable, after such Exchange Trigger Event Notice and (iii) Company shall not be required to effectuate more than two Exchange Events in any calendar month. (b) Such Lender shall provide Administrative Agent prior written notice of such election (an “Exchange Notice”), at least five Business Days prior to an Exchange Date (ten Business Days if the notice is provided prior to the first Exchange Trigger Event Notice) (or such shorter period as agreed to by Administrative Agent), with a copy to the Exchange Note Trustee. Each Lender’s Exchange Notice shall specify the aggregate principal amount of outstanding Rollover Loans that such Lender desires to exchange for Exchange Notes pursuant to this Section 2.212.8, which shall be in a minimum amount of $1,000,000 £5,000,000 (and integral multiples of $1,000 £500,000 in excess thereof) and), subject to the limitations set forth in the Exchange Note Indentureor, shall be if less, all outstanding remaining Rollover Loans. Such Exchange Notes bearing shall bear interest at the Second Lien Bridge Total Cap. (b) Notwithstanding the foregoing, such Lender’s Loans shall only be exchanged for Exchange Notes hereunder upon the occurrence of an Exchange Trigger Event, notice of which shall be provided to the Borrower and all such Lenders by the Administrative Agent. Upon receipt of notice of an Exchange Trigger Event, the Borrower shall set a date (each, an “Exchange Date”) for the exchange of Loans for Exchange Notes, which date shall be no less than 10 Business Days and no more than 15 Business Days after its receipt of notice of an Exchange Trigger Event. (c) On each Exchange Date, Company shall pay to Administrative Agent for the Borrower account of the applicable Lender any accrued and unpaid interest on such Lender’s Rollover Loans being exchanged for Exchange Notes on such date. On each Exchange Date, Company shall execute and deliver, and use commercially reasonable efforts to cause the Exchange Note Trustee to authenticate and deliver, to each Lender or as directed by such Lender that exchanges Loans, deliver an Exchange Note in the principal amount equal to 100% of the aggregate outstanding principal amount of such Rollover Loans (or portion thereof) for which each such Exchange Note is being exchanged. The Exchange Notes shall be governed by the Exchange Note Indenture. Upon issuance of the Exchange Notes to a Lender in accordance with this Section 2.212.8, a corresponding amount of the Rollover Loans of such Lender exchanging Lenders shall be deemed to have been cancelled. If a Default (but not an Event of Default) shall have occurred and be continuing on the Exchange Date, any notices given or cure periods commenced while the Rollover Loans were outstanding shall be deemed given or commenced (as of the actual dates thereof) for all purposes with respect to the Exchange Notes (with the same effect as if the Exchange Notes had been outstanding as of the actual dates thereof). (d) The Borrower Company shall, and shall cause each applicable Credit Party to, as promptly as reasonably practicable after being requested to do so by one or more of the Lenders pursuant to the terms of this Agreement at any time following the first Exchange Trigger Event and no later than the applicable Exchange Date, (i) select a bank or trust company to act as Exchange Note Trustee, (ii) enter into the Exchange Note Indenture and an exchange agreement containing provisions customary for Rule 144A transactions of this typewith registration rights, (iii) deliver or cause counsel to be delivered to the Borrower and Guarantors to deliver to the Administrative Agent customary Lead Arrangers such legal opinions and accountants’ “comfort letters” addressed to the Lead Arrangers, 10b-5 letters covering such customary matters as reasonably requested by the ArrangersLead Arrangers and such certificates as the Lead Arrangers may request as would be customary in Rule 144A offerings with registration rights, (iv) in connection with a resale of Exchange Notes, use commercially reasonable efforts to cause the accountants for the Borrower (and, if applicable, the Target) to deliver “comfort letters” customarily delivered in offerings under Rule 144A of the rules and regulations under the Securities Act and (v) deliver a customary offering memorandum relating to the sale of Exchange Notes in accordance with Rule 144A of the rules and regulations under the Securities Act containing such disclosures as are customary and appropriate for such a document and (including Cooperation Information)v) take such other actions, and cause its advisors, auditors and counsel to take such actions, as reasonably requested by the Lead Arrangers in connection with issuances or resales of Exchange Notes. The Exchange Note Trustee shall at all times be a corporation organized and doing business under the laws of the United States or any State thereof, in good standing, that is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by a federal or state authority and which has a combined capital and surplus of not less than $£500,000,000; provided that the Borrower shall only be required to assist with respect to matters set forth in clauses (iii), (iv) and (v) on no more than three occasions (which number shall be reduced by the number of completed Take-out Financings), all of which shall occur prior to the first anniversary of the Rollover Loan Maturity Date. (e) It is understood and agreed that the Rollover Loans exchanged for Exchange Notes constitute the same Indebtedness as such Exchange Notes and that no novation shall be effected by any such exchange. (f) The Exchange Notes shall have a make-whole premium, guarantees, covenants and events of default substantially similar to those contained in the Senior Notes (2023) Indenture (as reasonably determined by Company and Administrative Agent).

Exchange Notes. (a) Subject At any time after the one-year anniversary of the Closing Date but not later than April 30, 2008, the Borrower shall make an offer to satisfaction all the Lenders under this Agreement to exchange the Loans for Initial Exchange Notes (such exchange, the “Initial Exchange”, and the date of such exchange, the “Initial Exchange Date”) having a principal amount equal to that of the Loans exchanged therefor and issued pursuant to the Initial Exchange Note Indenture. The Initial Exchange will be made pursuant to an offering memorandum customary for transactions pursuant to Rule 144A and relating to the Initial Exchange Notes and will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934 and any other securities laws and regulations thereunder. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 2.21 Agreement solely with respect to the Initial Exchange, the Borrower will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations with respect to the Initial Exchange described in reliance upon this Agreement by virtue thereof. Each Lender participating in the representations and warranties Initial Exchange must be eligible to purchase securities in an offering conducted pursuant to Rule 144A. For avoidance of doubt, only one Initial Exchange will occur during the term of the Borrower herein set forth, on and after the 15th Business Day prior to the Bridge Term Loan Maturity Date and, if the Rollover Conversion occurs, at any time on and after the Bridge Term Loan Maturity Date, each Lender will have the option to notify (an “Exchange Notice”) the Administrative Agent in writing of its request for exchange notes (individually, an “Exchange Note” and collectively, the “Exchange Notes”) in a dollar for dollar exchange at par value for an equal principal amount of all or a portion of its outstanding Loans hereunder; provided that in no event shall any Exchange Notes be issued prior to the Bridge Term Loan Maturity Date. Each Lender’s Exchange Notice shall specify the aggregate principal amount of outstanding Loans that such Lender desires to exchange for Exchange Notes pursuant to this Section 2.21, which shall be in a minimum amount of $1,000,000 (and integral multiples of $1,000 in excess thereof) and, subject to the limitations set forth in the Exchange Note Indenture, shall be Exchange Notes bearing interest at the Second Lien Bridge Total CapLoans. (b) Notwithstanding Failure to make the foregoing, such Lender’s Initial Exchange will not constitute a Default under this Agreement. The Loans shall only be exchanged for and any Initial Exchange Notes hereunder upon subsequently issued under the occurrence Initial Exchange Note Indenture will be separate debt obligations of an Exchange Trigger Event, notice of which shall be provided to the Borrower and all such Lenders by the Administrative Agent. Upon receipt will not be treated as a single class, including, without limitation, for purposes of notice of an Exchange Trigger Eventwaivers, the Borrower shall set a date (eachamendments, an “Exchange Date”) for the exchange of Loans for Exchange Notes, which date shall be no less than 10 Business Days redemptions and no more than 15 Business Days after its receipt of notice of an Exchange Trigger Eventoffers to purchase. (c) On each If the Initial Exchange DateDate does not occur on or prior to May 31, 2008, the Borrower shall execute and deliver, and use commercially reasonable efforts pay liquidated damages to cause the Exchange Note Trustee Lenders with respect to authenticate and deliver, to each Lender or as directed by the first 90-day period immediately following such Lender that exchanges Loans, date in an Exchange Note in the principal amount equal to 1000.25% of per annum on the aggregate outstanding principal amount of such Loans (or portion thereof) for which each such Exchange Note is being exchangedthe Loans. The Exchange Notes shall be governed amount of liquidated damages will increase by an additional 0.25% per annum on the Exchange Note Indenture. Upon issuance of the Exchange Notes to a Lender in accordance with this Section 2.21, a corresponding outstanding principal amount of the Loans with respect to each subsequent 90-day period until the occurrence of the Initial Exchange, up to a maximum amount of liquidated damages under this subsection of 0.50% per annum. Any such Lender liquidated damages shall be deemed payable to have been cancelledbut excluding the Initial Exchange Date and as provided in Section 2.05. (d) The Borrower shall, as promptly as practicable after being requested to do so by the Lenders Initial Exchange will be made solely pursuant to the terms of offering memorandum described above and an offer to exchange and this Agreement at any time following shall not constitute an offer to exchange the first Exchange Trigger Event and no later than Loans or an offer of the applicable Exchange Date, (i) select a bank or trust company to act as Exchange Note Trustee, (ii) enter into the Exchange Note Indenture and an exchange agreement customary for transactions of this type, (iii) cause counsel to the Borrower and Guarantors to deliver to the Administrative Agent customary legal opinions and 10b-5 letters covering such customary matters as reasonably requested by the Arrangers, (iv) in connection with a resale of Initial Exchange Notes, use commercially reasonable efforts to cause the accountants for the Borrower (and, if applicable, the Target) to deliver “comfort letters” customarily delivered in offerings under Rule 144A of the rules and regulations under the Securities Act and (v) deliver a customary offering memorandum relating to the sale of Exchange Notes in accordance with Rule 144A of the rules and regulations under the Securities Act containing such disclosures as are customary and appropriate for such a document (including Cooperation Information). The Exchange Note Trustee shall at all times be a corporation organized and doing business under the laws of the United States or any State thereof, in good standing, that is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has a combined capital and surplus of not less than $500,000,000; provided that the Borrower shall only be required to assist with respect to matters set forth in clauses (iii), (iv) and (v) on no more than three occasions (which number shall be reduced by the number of completed Take-out Financings), all of which shall occur prior to the first anniversary of the Rollover Loan Maturity Date. (e) It is understood and agreed The Initial Exchange Note Indenture shall provide that no later than November 30, 2008 the Loans exchanged for Borrower shall offer an exchange of the Initial Exchange Notes constitute for notes registered with the same Indebtedness as such SEC (the “Second Exchange Notes”), which Second Exchange Notes shall have substantially similar terms as the Initial Exchange Notes. The Initial Exchange Note Indenture shall further provide that (i) upon failure to comply with the foregoing requirements (a “Registration Default”), the Borrower shall pay liquidated damages to each holder of Initial Exchange Notes with respect to the first 90-day period immediately following the occurrence of the first Registration Default in an amount equal to 0.25% per annum on the principal amount of Initial Exchange Notes held by such holder and that no novation (ii) the amount of such liquidated damages shall be effected increase by any such exchangean additional 0.25% per annum on the principal amount of Initial Exchange Notes with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of liquidated damages for all Registration Defaults of 0.50% per annum.

Exchange Notes. (ai) Subject to satisfaction of the provisions of this Section 2.21 and in reliance upon the representations and warranties of the Borrower herein set forth2.01(d), on and after the 15th Business Day prior to the Bridge Term Loan Maturity Date and, if the Rollover Conversion occurs, at any time on and after the Bridge Term Loan Maturity Date, each Lender will have the option to notify (an “Exchange Notice”) the Administrative Agent in writing of its request for exchange notes (individually, an “Exchange Note” and and, collectively, the “Exchange Notes”) in a dollar exchange for dollar exchange at par value for an equal principal amount of all or a portion of its outstanding Loans hereunder; provided that in no event shall any Exchange Notes be issued prior to the Bridge Term Loan Maturity DateRollover Loan. Each Lender’s Exchange Notice shall specify indicate the aggregate principal amount of outstanding Loans its Rollover Loan that such Lender desires to exchange for Exchange Notes pursuant to this Section 2.212.01(d), which shall be in a minimum amount denominations of $1,000,000 (2,000 and integral multiples of $1,000 in excess thereof) thereof and, subject if such Lender holds Rollover Notes, be accompanied by the Rollover Notes to the limitations set forth in the be exchanged for Exchange Note Indenture, shall be Exchange Notes bearing interest at the Second Lien Bridge Total CapNotes. (bii) Notwithstanding the foregoing, such Lender’s Loans Rollover Loan shall only be exchanged for Exchange Notes hereunder upon the occurrence of an Exchange Trigger Event, notice of which shall be provided to the Borrower Borrowers and all each such Lenders Lender that has delivered an Exchange Notice that has given rise to such Exchange Trigger Event by the Administrative Agent. Upon receipt of notice of an Exchange Trigger EventThereafter, the Borrower Borrowers shall set a date (each, an the “Exchange Date”) for the exchange of Rollover Loans for Exchange Notes, which date shall be no less than 10 five Business Days and no more than 15 ten Business Days after its receipt of notice of an such Exchange Trigger Event. (c) . On each such Exchange Date, the Borrower Borrowers shall execute and deliver, and use commercially reasonable efforts to cause the Exchange Note Trustee to authenticate and deliver, deliver to each Lender or as directed by such Lender that exchanges Loanselects to exchange a Rollover Loan, an Exchange Note in the principal amount equal to 100% of the aggregate outstanding principal amount of such Loans (or portion thereof) Rollover Loan for which each such Exchange Note is being exchangedexchanged (which at such Lender’s option may be all or a portion of such Lender’s Rollover Loans). The Exchange Notes shall be governed by the Exchange Note Notes Indenture. Upon issuance of the Exchange Notes, any corresponding Rollover Notes to a Lender in accordance with this Section 2.21, a delivered hereunder shall be canceled by the Borrowers and the corresponding amount of the Rollover Loans of deemed repaid and all accrued and unpaid interest and other amounts due thereon (including under Section 2.17) shall at such Lender time be due and payable. If a Default shall have occurred and be continuing on the Exchange Date, any notices given or cure periods commenced while the Rollover Loan was outstanding shall be deemed to have been cancelled. given or commenced (d) The Borrower shall, as promptly as practicable after being requested to do so by the Lenders pursuant to the terms of this Agreement at any time following the first Exchange Trigger Event and no later than the applicable Exchange Date, (i) select a bank or trust company to act as Exchange Note Trustee, (ii) enter into the Exchange Note Indenture and an exchange agreement customary for transactions of this type, (iii) cause counsel to the Borrower and Guarantors to deliver to the Administrative Agent customary legal opinions and 10b-5 letters covering such customary matters as reasonably requested by the Arrangers, (iv) in connection with a resale of Exchange Notes, use commercially reasonable efforts to cause the accountants for the Borrower (and, if applicable, the Target) to deliver “comfort letters” customarily delivered in offerings under Rule 144A of the rules and regulations under the Securities Act and (vactual dates thereof) deliver a customary offering memorandum relating to the sale of Exchange Notes in accordance with Rule 144A of the rules and regulations under the Securities Act containing such disclosures as are customary and appropriate for such a document (including Cooperation Information). The Exchange Note Trustee shall at all times be a corporation organized and doing business under the laws of the United States or any State thereof, in good standing, that is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has a combined capital and surplus of not less than $500,000,000; provided that the Borrower shall only be required to assist purposes with respect to matters set forth in clauses the Exchange Notes (iii), (iv) and (v) on no more than three occasions (which number shall be reduced by with the number of completed Take-out Financings), all of which shall occur prior to same effect as if the first anniversary Exchange Notes had been outstanding as of the Rollover Loan Maturity Dateactual dates thereof). (e) It is understood and agreed that the Loans exchanged for Exchange Notes constitute the same Indebtedness as such Exchange Notes and that no novation shall be effected by any such exchange.

Exchange Notes. (a) Subject to satisfaction of the provisions of this Section 2.21 and in reliance upon the representations and warranties of the Borrower herein set forth, on and after the 15th Business Day prior to the Bridge Term Loan Maturity Date and, if the Rollover Conversion occurs, at any time on and after the Bridge Term Loan Maturity Date, each Lender will have the option to notify (an “Exchange Notice”) the Administrative Agent in writing of its request for exchange notes (individually, an “Exchange Note” and collectively, the “Exchange Notes”) in a dollar for dollar exchange at par value for an equal principal amount of all or a portion of its outstanding Loans hereunder; provided that in no event shall any Exchange Notes be issued prior to the Bridge Term Loan Maturity Date. Each Lender’s Exchange Notice shall specify the aggregate principal amount of outstanding Loans that such Lender desires to exchange for Exchange Notes pursuant to this Section 2.21, which shall be in a minimum amount of $1,000,000 (and integral multiples of $1,000 in excess thereof) and, subject to the limitations set forth in the Exchange Note Indenture, shall be Exchange Notes bearing interest at the Second Lien Bridge Total Cap. (b) Notwithstanding the foregoing, such Lender’s Loans shall only be exchanged for Exchange Notes hereunder upon the occurrence of an Exchange Trigger Event, notice of which shall be provided to the Borrower and all such Lenders by the Administrative Agent. Upon receipt of notice of an Exchange Trigger Event, the Borrower shall set a date (each, an “Exchange Date”) for the exchange of Loans for Exchange Notes, which date shall be no less than 10 Business Days and no more than 15 Business Days after its receipt of notice of an Exchange Trigger Event. (c) On each Exchange Date, the Borrower shall execute and deliver, and use commercially reasonable efforts to cause the Exchange Note Trustee to authenticate and deliver, to each Lender or as directed by such Lender that exchanges Loans, an Exchange Note in the principal amount equal to 100% of the aggregate outstanding principal amount of such Loans (or portion thereof) for which each such Exchange Note is being exchanged. The Exchange Notes shall be governed by the Exchange Note Indenture. Upon issuance of the Exchange Notes to a Lender in accordance with this Section 2.21, a corresponding amount of the Loans of such Lender shall be deemed to have been cancelled. (d) The Borrower Borrowers shall, as promptly as practicable after being requested to do so by the Lenders pursuant to the terms of this Agreement at any time following the first Exchange Trigger Event and no later than but in any event prior to the applicable first Exchange Date, enter into the Exchange Notes Indenture with an indenture trustee (ithe “Trustee”) select a being (a) The Bank of New York or (b) such other bank or trust company to act acting as Exchange Note Trusteeindenture trustee thereunder, (ii) enter into the Exchange Note Indenture and an exchange agreement customary for transactions of this type, (iii) cause counsel to the Borrower and Guarantors to deliver to the Administrative Agent customary legal opinions and 10b-5 letters covering such customary matters as reasonably requested by the Arrangers, (iv) in connection with a resale of Exchange Notes, use commercially reasonable efforts to cause the accountants for the Borrower (and, if applicable, the Target) to deliver “comfort letters” customarily delivered in offerings under Rule 144A of the rules and regulations under the Securities Act and (v) deliver a customary offering memorandum relating to the sale of Exchange Notes in accordance with Rule 144A of the rules and regulations under the Securities Act containing such disclosures as are customary and appropriate for such a document (including Cooperation Information). The Exchange Note Trustee which shall at all times be a corporation organized and doing business under the laws of the United States of America or any State state thereof, in good standing, that which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal U.S. Federal or state authority and which has a combined capital and surplus of not less than $500,000,00050.0 million. (b) On the applicable Exchange Date, the Borrowers shall execute, cause the Trustee to authenticate, and deliver to each Lender who has delivered an Exchange Notice an Exchange Note dated as of the Exchange Date, bearing interest at the rate then in effect on the Rollover Loans and otherwise issued in accordance with the Exchange Notes Indenture, in exchange for such Lender’s Rollover Loan (and any Rollover Note evidencing such Loan), registered in the name specified by such Lender, in the principal amount equal to 100% of the outstanding principal amount of the Rollover Loans for which they are exchanged. The holder of Exchange Notes shall have the option to fix the interest rate on its Exchange Notes in accordance with the terms of the Exchange Notes Indenture. (c) On the first Exchange Date, the Borrower shall execute and deliver, and cause each Subsidiary Guarantor to execute and deliver, to the Arranger a Registration Rights Agreement with respect to the Exchange Notes. The Canadian Borrower will, at its own expense, take all reasonable actions (including obtaining CUSIP numbers in respect thereof) necessary to cause the Exchange Notes to be eligible to clear and settle through The Depository Trust Company. (d) As more particularly provided in the Exchange Notes Indenture, each Exchange Note will bear interest at the rate applicable to the Rollover Loans for which it was exchanged and continue to bear interest at such rate (increasing in accordance with the interest provisions for Rollover Loans as provided herein, provided that the LIBO Rate and interest payment date provisions shall be determined in accordance with LIBO Rate and interest payment date determination provisions customary for floating rate notes that settle through DTC) and will be redeemable at the option of the Borrowers, in whole or in part at any time, at par plus accrued and unpaid interest thereon through the date of redemption; provided that each holder of an Exchange Note will have the Borrower shall only be required option to assist with respect fix the interest rate on any Exchange Note held by it to matters set forth a rate that is equal to the then applicable rate of interest borne by such Exchange Note (but in clauses no event in excess of 11.0% per annum (iiiexclusive of default interest, tax gross ups and amounts owing under the Registration Rights Agreement)), (iv) and (v) on no more than three occasions (in which number shall case such Exchange Note will have customary “high yield” style “non-call” protections such that it will be reduced by non-callable until the number of completed Take-out Financings), all of which shall occur prior to the first fifth anniversary of the Rollover Loan Maturity DateClosing Date (subject to customary equity claw back provisions) and callable thereafter at par plus one half of the fixed rate coupon, declining ratably to par on the date that is one year prior to final maturity. The Exchange Notes will contain Change of Control prepayment offer provisions at 101% of the principal amount of outstanding. (e) It is understood and agreed that On each Exchange Date, the Borrowers shall deliver to each Lender exchanging Loans exchanged for Exchange Notes constitute the same Indebtedness as on such Exchange Date an opinion of counsel relating to due authorization, execution, delivery and enforceability and choice of law and venue provisions in connection with the Exchange Notes, Exchange Notes Indenture and that no novation Registration Rights Agreement, in form and substance substantially similar to the opinions delivered on the Closing Date under Section 4.01(e) hereof, which opinions shall be effected by also provide for customary “reliance language” in favor of the Trustee, in addition to any such exchangeother opinions required under the Indenture.

Exchange Notes. (a) Subject to satisfaction of the provisions of this Section 2.21 and in reliance upon the representations and warranties of the Borrower herein set forth, on and after the 15th Business Day prior to the Bridge Term Loan Maturity Date and, if the Rollover Conversion occursArticle 10, at any time or from time to time on and after the Bridge Term Loan Maturity Conversion Date, each Lender will have the option to notify (an “Exchange Notice”) the Administrative Agent in writing of its request for exchange notes (individually, an “Exchange Request”) given in accordance with Section 10.03 below, to exchange all or any portion of its share in the Loan then outstanding for one or more notes (each, a “Exchange Note,” and collectively, the “Exchange Notes,” and each such exchange being referred to herein as an “Exchange”); provided that at least $50.0 million (or such lesser amount acceptable to Borrower) in a dollar for dollar exchange at par value for an equal aggregate principal amount of all Loans are exchanged. In connection with any such Exchange, the applicable Lender will not, at the time of such Exchange or a portion of its outstanding the next Interest Payment Date, be entitled to receive accrued and unpaid interest on such Lender’s Loans hereunderbeing exchanged for Exchange Notes on such date; provided that in no event shall any the Exchange Notes be issued to such Lender shall accrue interest from the most recent Interest Payment Date prior to such Exchange (even if such date is prior to the Bridge Term Loan Maturity Datefirst issuance of Exchange Notes. (b) The Exchange Notes shall: (i) rank pari passu with the Loans to the extent that the Loans remains outstanding; (ii) be issued pursuant to and shall be governed by and construed solely in accordance with the Exchange Notes Indenture; (iii) be guaranteed by the same entities that guarantee the Loans on the same basis and will be secured by the same assets securing the Loans on the same basis; and (iv) require that Borrower and each Guarantor submit to the jurisdiction and venue of the U.S. Federal and state courts of the State of New York and waive any right to trial by jury in connection with disputes arising under the Exchange Notes. Each Lender’s The principal amount of the Exchange Notice shall specify Notes in any Exchange will equal 100% of the aggregate principal amount of outstanding Loans that such Lender desires to exchange the Loan for Exchange Notes pursuant to this Section 2.21, which they are exchanged and shall be in a minimum issued at an issue price equal to such principal amount of $1,000,000 (and integral multiples of $1,000 in excess thereof) and, subject to the limitations set forth in the Exchange Note Indenture, shall be Exchange Notes bearing interest at the Second Lien Bridge Total Cap. (b) Notwithstanding the foregoing, such Lender’s Loans shall only be exchanged Loan for Exchange Notes hereunder upon the occurrence of an Exchange Trigger Event, notice of which shall be provided to the Borrower and all such Lenders by the Administrative Agent. Upon receipt of notice of an Exchange Trigger Event, the Borrower shall set a date (each, an “Exchange Date”) for the exchange of Loans for Exchange Notes, which date shall be no less than 10 Business Days and no more than 15 Business Days after its receipt of notice of an Exchange Trigger Eventthey are exchanged. (c) On each Exchange Date, the Borrower shall execute and deliver, and use commercially reasonable efforts to cause the Exchange Note Trustee to authenticate and deliver, to each Lender or as directed by such Lender that exchanges Loans, an Each Exchange Note in an Exchange shall: (i) be denominated in United States dollars; (ii) bear interest at a fixed rate per annum (computed on the principal amount basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues) that is equal to 100the Cap Rate (excluding default interest (described in the next sentence), if any. In addition, interest on overdue principal and interest, if any, will accrue at a rate that is 2.0% of higher than the aggregate outstanding principal amount of such Loans (or portion thereof) for which each such Exchange Note is being exchanged. The Exchange Notes shall be governed by interest rate on the Exchange Note Indenture. Upon issuance of Notes, as specified in the Exchange Notes to a Lender in accordance with this Section 2.21, a corresponding amount of the Loans of such Lender shall Indenture. Such interest will be deemed to have been cancelledpayable semi-annually. (d) The If required by law or requested by Administrative Agent or any Arranger, Borrower shall, as shall promptly as practicable after being requested procure that each relevant Loan Party enters into all documentation necessary to do so by ensure that the Lenders pursuant to guarantees and Liens created under the terms of Security Documents and this Agreement at any time following secures and guarantees the first Exchange Trigger Event liabilities and no later than obligations of the applicable Exchange Date, (i) select a bank or trust company to act as Exchange Note Trustee, (ii) enter into Loan Parties under the Exchange Note Indenture and an exchange agreement customary for transactions Notes including, without limitation, any necessary security confirmations, amendments to security or re-taking of this type, (iii) cause counsel to the Borrower and Guarantors to deliver to the Administrative Agent customary legal opinions and 10b-5 letters covering such customary matters as reasonably requested by the Arrangers, (iv) in connection with a resale of Exchange Notes, use commercially reasonable efforts to cause the accountants for the Borrower (and, if applicable, the Target) to deliver “comfort letters” customarily delivered in offerings under Rule 144A of the rules and regulations under the Securities Act and (v) deliver a customary offering memorandum relating to the sale of Exchange Notes in accordance with Rule 144A of the rules and regulations under the Securities Act containing such disclosures as are customary and appropriate for such a document (including Cooperation Information). The Exchange Note Trustee shall at all times be a corporation organized and doing business under the laws of the United States or any State thereof, in good standing, that is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has a combined capital and surplus of not less than $500,000,000; provided that the Borrower shall only be required to assist with respect to matters set forth in clauses (iii), (iv) and (v) on no more than three occasions (which number shall be reduced by the number of completed Take-out Financings)security, all necessary filings and delivery of which shall occur prior to the first anniversary of the Rollover Loan Maturity Dateupdated share registers (as applicable). (e) It is understood and agreed that the Loans exchanged for Exchange Notes constitute the same Indebtedness as such Exchange Notes and that no novation shall be effected by any such exchange.

Exchange Notes. (a) Subject Each Lender may from time to satisfaction of the provisions of this Section 2.21 and in reliance upon the representations and warranties of the Borrower herein set forth, time on and any Business Day on or after the 15th Business Day prior Conversion Date elect pursuant to the Bridge an Exchange Request given in accordance with Clause 19.3 (Manner of Exchange of Term Loan Maturity Date andLoans) below, to exchange all or any portion of its Term Loans (if the Rollover Conversion occurs, at any time on and after the Bridge Term Loan Maturity Date, any) then outstanding for one or more Exchange Notes (each Lender will have the option such exchange being referred to notify (herein as an “Exchange”); provided that the first issuance of Exchange Notice”Notes (whether at the election of one or multiple Lenders) the Administrative Agent shall be for at least €75,000,000 in writing of its request for exchange notes (individually, an “Exchange Note” and collectively, the “Exchange Notes”) in a dollar for dollar exchange at par value for an equal aggregate principal amount of all Exchange Notes. (b) The Exchange Notes shall: 40810573_6 (i) rank pari passu with the Term Loans to the extent that any Term Loans remain outstanding; (ii) have the same terms and conditions as the Senior B Unsecured Exchange Notes in their original form, mutatis mutandis (save as set out in Schedule 12 (Exchange Notes Summary) or a portion this Clause 19) and shall be listed on the same stock exchange as the Senior B Unsecured Exchange Notes; (iii) be issued pursuant to and shall be governed by and construed solely in accordance with the Exchange Note Indenture; (iv) be guaranteed by the same entities that guarantee the Term Loans and will be secured by the same assets securing the Term Loans; and (v) require that the Borrower submit to the non exclusive jurisdiction and venue of its outstanding Loans hereunder; provided that the U.S. Federal and state courts of the State of New York and will waive any right to trial by jury. (c) The principal amount of the Exchange Notes in no event shall any Exchange Notes be issued prior to the Bridge Term Loan Maturity Date. Each Lender’s Exchange Notice shall specify will equal 100% of the aggregate principal amount of outstanding Loans that such Lender desires to exchange the participation in the Term Loan for Exchange Notes pursuant to this Section 2.21, which they are exchanged and shall be in a minimum amount of $1,000,000 (and integral multiples of $1,000 in excess thereof) and, subject to the limitations set forth in the Exchange Note Indenture, shall be Exchange Notes bearing interest issued at the Second Lien Bridge Total Cap. (b) Notwithstanding the foregoing, such Lender’s Loans shall only be exchanged for Exchange Notes hereunder upon the occurrence of an Exchange Trigger Event, notice of which shall be provided to the Borrower and all such Lenders by the Administrative Agent. Upon receipt of notice of an Exchange Trigger Event, the Borrower shall set a date (each, an “Exchange Date”) for the exchange of Loans for Exchange Notes, which date shall be no less than 10 Business Days and no more than 15 Business Days after its receipt of notice of an Exchange Trigger Event. (c) On each Exchange Date, the Borrower shall execute and deliver, and use commercially reasonable efforts to cause the Exchange Note Trustee to authenticate and deliver, to each Lender or as directed by such Lender that exchanges Loans, an Exchange Note in the principal amount issue price equal to 100% of the aggregate outstanding such principal amount of such the participation in the Term Loans (or portion thereof) for which each such Exchange Note is being they are exchanged. The Exchange Notes shall be governed by the Exchange Note Indenture. Upon issuance of the Exchange Notes to a Lender in accordance with this Section 2.21, a corresponding amount of the Loans of such Lender shall be deemed to have been cancelled. (d) The Borrower Each Exchange Note in an Exchange shall, as promptly as practicable after being requested to do so by the Lenders pursuant to the terms of this Agreement at any time following the first Exchange Trigger Event and no later than the applicable Exchange Date, : (i) select a bank or trust company to act as Exchange Note Trustee, be denominated in euros; (ii) enter into bear interest from and including the first day of the unexpired Interest Period applicable to the Term Loan for which the Exchange Note Indenture Notes are exchanged to and an exchange agreement customary for transactions including the Final Maturity Date at a fixed rate per annum (calculated on the basis of this type, actual number of days elapsed over a year of 360 days) that is 8% per annum Such interest will be payable semi-annually; and (iii) cause counsel to be callable as set out in Schedule 12 (Exchange Notes Summary). (e) The Borrower agrees that it will, on the Borrower and Guarantors to deliver to the Administrative Agent customary legal opinions and 10b-5 letters covering such customary matters as reasonably requested by the Arrangers, (iv) in connection with a resale date of Exchange Notes, use commercially reasonable efforts to cause the accountants for the Borrower (and, if applicable, the Target) to deliver “comfort letters” customarily delivered in offerings under Rule 144A issuance of the rules and regulations under the Securities Act and (v) deliver a customary offering memorandum relating to the sale of any Exchange Notes in accordance with Rule 144A this Clause 19.2 (Exchange Notes), make all designations and notifications required by the terms of the rules and regulations under Borrower Intercreditor Agreement in order to give the Securities Act containing such disclosures as are customary and appropriate for such a document (including Cooperation Information). The Exchange Note Trustee shall at all times be a corporation organized and doing business under Notes the laws full benefit of the United States or any State thereof, in good standing, that is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has a combined capital and surplus terms of not less than $500,000,000; provided that the Borrower shall only be required to assist with respect to matters set forth in clauses (iii), (iv) and (v) on no more than three occasions (which number shall be reduced by the number of completed Take-out Financings), all of which shall occur prior to the first anniversary of the Rollover Loan Maturity DateIntercreditor Agreement. (e) It is understood and agreed that the Loans exchanged for Exchange Notes constitute the same Indebtedness as such Exchange Notes and that no novation shall be effected by any such exchange.

Exchange Notes. (a) Subject In the event that any Loans remain outstanding on the 270th day after the Closing Date, (i) the Borrower and the Administrative Agent shall agree to satisfaction the form of the provisions Exchange Note Indenture (and all exhibits and appendices thereto) (such agreement to be evidenced in a writing satisfactory to the Borrower and the Administrative Agent), it being understood that the covenants and events of this Section 2.21 default contained in such Exchange Note Indenture, to the extent analogous, shall be substantially similar to the covenants and events of default contained in reliance upon Article VI and Article VII herein, respectively, with such changes as are appropriate, and (1) the representations and warranties Change of Control Prepayment for any Fixed Rate Exchange Notes (as defined below) shall be for a purchase price in cash equal to 101% of the Borrower herein set forthprincipal amount thereof plus accrued but unpaid interest to the date of repurchase, (2) a Lender shall have the right to fix the interest rate on and after an Exchange Note at the 15th Business Day interest rate then in effect on such Exchange Note (each such note, a “Fixed Rate Exchange Note”); provided that prior to the Bridge Term Loan Maturity Mandatory Prepayment Termination Date and(but not on, if or after, such date), such right may only be exercised upon the Rollover Conversion occurssale of an Exchange Note to a third party purchaser, (3) each Fixed Rate Exchange Note shall be non-callable prior to September 1, 2009 (subject to equity clawback and make-whole provisions on terms substantially similar to those contained in the NTK Senior Discount Notes Indenture) and shall be callable thereafter at any time par plus accrued interest plus a premium equal to 50% of the interest rate thereon in effect on and after the Bridge Term Loan date of issuance of such Fixed Rate Exchange Note, which premium shall decline ratably on each yearly anniversary of the date of such sale to zero two years prior to the Final Maturity Date, each Lender will have the option to notify (an “Exchange Notice”4) the Administrative Agent amendment provisions in writing the Exchange Note Indenture shall be substantially similar to the amendment provisions contained in the NTK Senior Discount Notes Indenture, (5) interest on the Exchange Notes shall be computed on the basis of its request for exchange notes a 360-day year comprised of twelve 30-day months and (individually, an “6) the Exchange Note” Note Indenture shall contain provisions similar to Section 2.06(b) with respect to all Exchange Notes and collectivelySection 2.04(a) and (b) with respect to Increasing Rate Exchange Notes and (ii) on the date of the first issuance of Exchange Notes, the “Exchange Notes”) in a dollar for dollar exchange at par value for an equal principal Borrower shall place the full amount of all or a portion of its outstanding Loans hereunder; provided that in no event shall any the Exchange Notes (other than the Exchange Notes actually issued on such date) that may be issued pursuant to the terms hereof in escrow, on terms reasonably satisfactory to the Administrative Agent, and with a fiduciary reasonably satisfactory to the Administrative Agent, to be held, undated, in escrow pending issuance pursuant to the terms hereof. The Exchange Note Indenture shall be in such form that it can be qualified under the U.S. Trust Indenture Act of 1939, as amended. (b) The Borrower shall, no later than ten Business Days prior to the Bridge Term Loan Initial Maturity Date. Each Lender’s Exchange Notice shall specify , (i) cause the aggregate principal amount of outstanding Loans that such Lender desires to exchange for Exchange Notes pursuant to this become eligible for deposit at The Depository Trust Company (including by the filing of an appropriately executed letter of representations), (ii) obtain “CUSIP” and “ISIN” numbers for the Exchange Notes and (iii) cause the Exchange Notes to be eligible for trading in the Private Offerings, Resales and Trading through Automatic Linkages (“Portal”) market. (c) On or prior to the fifth Business Day following the receipt of an Exchange Request from a Lender in accordance with Section 2.21, which shall be in a minimum amount of $1,000,000 2.03(b) (and integral multiples of $1,000 in excess thereof) and, subject to the limitations proviso set forth therein) that requests the exchange of any Loan (or portion thereof to the extent permitted by such Section) of such Lender for Exchange Notes, the Borrower shall use all commercially reasonable efforts to cause the Trustee to deliver, in accordance with the instructions set forth in such Exchange Request and with the terms of the Exchange Note Indenture, a fully executed and authenticated Exchange Note or Exchange Notes, bearing interest and with a maturity date as set forth for such Exchange Notes in the Exchange Note Indenture, in exchange for such Loan, dated the date of the issuance of such Exchange Note. Such Exchange Note shall either (i) be Exchange Notes bearing recorded in book-entry form as a beneficial interest at in one or more global notes deposited with the Second Lien Bridge Total Cap. (b) Notwithstanding Trustee as custodian for the foregoing, such Lender’s Loans shall only be exchanged for Exchange Notes hereunder upon the occurrence of an Exchange Trigger Event, notice of which shall be provided Depositary Trust Company and credited to the Borrower and all such Lenders by account of the Administrative Agent. Upon receipt of notice of an Exchange Trigger Event, the Borrower shall set a date (each, an “Exchange Date”) for the exchange of Loans for Exchange Notes, which date shall be no less than 10 Business Days and no more than 15 Business Days after exchanging Lender directly or indirectly through its receipt of notice of an Exchange Trigger Event. (c) On each Exchange Date, the Borrower shall execute and deliver, and use commercially reasonable efforts to cause the Exchange Note Trustee to authenticate and deliver, to each Lender or as directed by such Lender that exchanges Loans, an Exchange Note participant in the Depository Trust Company system, in each case in the same principal amount equal to 100% of the aggregate outstanding principal amount of as such Loans Loan (or portion thereof) for which each such Exchange Note is being exchanged. The Exchange Notes shall be governed by the Exchange Note Indenture. Upon issuance of the Exchange Notes to a Lender in accordance with this Section 2.21, a corresponding amount of the Loans of such Lender shall be deemed to have been cancelled. (d) The Borrower shall, as promptly as practicable after being requested to do so by the Lenders pursuant to the terms of this Agreement at any time following the first Exchange Trigger Event and no later than the applicable Exchange Date, (i) select a bank exchanged or trust company to act as Exchange Note Trustee, (ii) enter into if the Exchange Note Indenture and an exchange agreement customary for transactions of this typeforegoing is not reasonably practicable, (iii) cause counsel be issued as a definitive registered note payable to the Borrower and Guarantors to deliver to the Administrative Agent customary legal opinions and 10b-5 letters covering such customary matters as reasonably requested by the Arrangers, (iv) in connection with a resale of Exchange Notes, use commercially reasonable efforts to cause the accountants for the Borrower (and, if applicable, the Target) to deliver “comfort letters” customarily delivered in offerings under Rule 144A order of the rules and regulations under holder or beneficial owner, as the Securities Act and (v) deliver a customary offering memorandum relating to the sale of Exchange Notes in accordance with Rule 144A of the rules and regulations under the Securities Act containing such disclosures as are customary and appropriate for such a document (including Cooperation Information). The Exchange Note Trustee shall at all times be a corporation organized and doing business under the laws of the United States or any State thereofcase may be, in good standing, that is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has a combined capital and surplus of not less than $500,000,000; provided that the Borrower shall only be required to assist with respect to matters set forth in clauses (iii), (iv) and (v) on no more than three occasions (which number shall be reduced by the number of completed Take-out Financings), all of which shall occur prior to the first anniversary of the Rollover Loan Maturity Date. (e) It is understood and agreed that the Loans exchanged for Exchange Notes constitute the same Indebtedness principal amount as such Exchange Notes and that no novation shall be effected by any such exchangeLoan (or portion thereof) being exchanged.

Exchange Notes. (a) Subject to satisfaction of the provisions of this Section 2.21 and in reliance upon the representations and warranties of the Borrower herein set forth, on and after the 15th Business Day prior to the Bridge Term Loan Maturity Date and, if the Rollover Conversion occurs2.18, at any time on and after the Bridge Term Loan Maturity Datedate of the Rollover Conversion (each, each Lender will have the option to notify (an “Exchange NoticeDate”) ), at the Administrative Agent in writing option of its request the applicable Lender, the Extended Advances of such Lender may be exchanged for exchange notes (individually, an “Exchange Note” and collectively, the “Exchange Notes”) in a dollar for dollar Dollar-for-Dollar exchange at par value for an equal principal amount of all or a portion of its outstanding Loans Extended Advances hereunder; provided provided, however, that in no event (i) such Lender’s Extended Advances shall any only be exchanged for Exchange Notes hereunder following the occurrence of an Exchange Trigger Event, (ii) the Administrative Agent shall provide the Borrower and the Lenders written notice of the occurrence of an Exchange Trigger Event (an “Exchange Trigger Event Notice”) not less than five Business Days (or ten Business Days in the case of the first Exchange Trigger Event) prior to an Exchange Date for such Lender’s Extended Advances to be issued exchanged for Exchange Notes on such Exchange Date (an “Exchange Event”) and the Exchange Event shall occur on such fifth (or tenth, as applicable) Business Day after such Exchange Trigger Event Notice and (iii) the Borrower shall not be required to effectuate more than one Exchange Event in any calendar month. (b) Such Lender shall provide the Administrative Agent prior written notice of such election (an “Exchange Notice”) at least five Business Days prior to an Exchange Date (or ten Business Days if the notice is provided prior to the Bridge Term Loan Maturity Datefirst Exchange Trigger Event Notice) (or such shorter period as agreed to by the Administrative Agent), with a copy to the Exchange Note Trustee. Each Lender’s Exchange Notice shall specify the aggregate principal amount of outstanding Loans Extended Advances that such Lender desires to exchange for Exchange Notes pursuant to this Section 2.212.18, which shall be in a minimum amount of $1,000,000 (and integral multiples of $1,000 in excess thereof) and1,000,000, subject to the limitations set forth in the Exchange Note Indentureor, shall be if less, all outstanding remaining Extended Advances held by such Lender. Such Exchange Notes bearing shall bear a fixed rate of interest at the Second Lien Bridge Total Cap. (b) Notwithstanding Cap as in effect at the foregoing, such Lender’s Loans shall only be exchanged for Exchange Notes hereunder upon close of business on the occurrence of an Exchange Trigger Event, notice of which shall be provided Business Day prior to the Borrower and all such Lenders by the Administrative Agent. Upon receipt of notice of an Exchange Trigger Event, the Borrower shall set a date (each, an “relevant Exchange Date”) for the exchange of Loans for Exchange Notes, which date shall be no less than 10 Business Days and no more than 15 Business Days after its receipt of notice of an Exchange Trigger Event. (c) On each Exchange Date, the Borrower shall pay to the Administrative Agent for the account of the applicable Lender any accrued and unpaid interest on such Lender’s Extended Advances being exchanged for Exchange Notes on such date. On each Exchange Date, the Borrower shall execute and deliver, and use commercially reasonable best efforts to cause the Exchange Note Trustee to authenticate and deliver, to each Lender or as directed by such Lender that exchanges Loans, an Exchange Note in the principal amount equal to 100% of the aggregate outstanding principal amount of such Loans Extended Advances (or portion thereof) for which each such Exchange Note is being exchanged. The Exchange Notes shall be governed by the Exchange Note Indenture. Upon issuance of the Exchange Notes to a Lender in accordance with this Section 2.212.18, a corresponding amount of the Loans Extended Advances of such Lender exchanging Lenders shall be deemed to have been cancelled. If a Default (but not an Event of Default) shall have occurred and be continuing on the Exchange Date, any notices given or cure periods commenced while the Extended Advances were outstanding shall be deemed given or commenced (as of the actual dates thereof) for all purposes with respect to the Exchange Notes (with the same effect as if the Exchange Notes had been outstanding as of the actual dates thereof). (d) The Borrower shall, as promptly as reasonably practicable after being requested to do so by one or more of the Lenders pursuant to the terms of this Agreement at any time following the first Exchange Trigger Event and no later than the applicable Exchange Date, (i) select a bank or trust company to act as trustee for the Exchange Notes (the “Exchange Note Trustee”), (ii) enter into the Exchange Note Indenture and an exchange agreement containing provisions customary for Rule 144A transactions of this typewith registration rights, (iii) use reasonable best efforts to deliver or cause counsel to be delivered to the Borrower and Guarantors to deliver to the Administrative Agent customary ArrangerArrangers such legal opinions and accountants’ “comfort letters” addressed to the ArrangerArrangers, 10b-5 letters covering such customary matters as reasonably requested by the ArrangersArrangerArrangers and such certificates as the ArrangerArrangers may reasonably request as would be customary in Rule 144A offerings with registration rights, (iv) in connection with a resale of Exchange Notes, use commercially reasonable efforts to cause the accountants for the Borrower (and, if applicable, the Target) to deliver “comfort letters” customarily delivered in offerings under Rule 144A of the rules and regulations under the Securities Act and (v) deliver a customary offering memorandum relating to the sale resale of Exchange Notes in accordance with containing all customary information (other than a “description of notes” and other information customarily provided by underwriters or their counsel), including historical financial statements, pro forma financial statements and business and other financial data of the type and form that are customarily included Rule 144A offering circulars for similar debt securities, and (v) use reasonable best efforts to take such other actions, and cause its advisors, auditors and counsel to take such actions, as reasonably requested by the ArrangerArrangers in connection with issuances or resales of the rules and regulations under the Securities Act containing such disclosures as are customary and appropriate for such a document (including Cooperation Information)Exchange Notes. The Exchange Note Trustee shall at all times be a corporation organized and doing business under the laws of the United States or any State thereof, in good standing, that is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal a Federal or state authority and which has a combined capital and surplus of not less than $500,000,000; provided that the Borrower shall only be required to assist with respect to matters set forth in clauses (iii), (iv) and (v) on no more than three occasions (which number shall be reduced by the number of completed Take-out Financings), all of which shall occur prior to the first anniversary of the Rollover Loan Maturity Date. (e) Nothing in this Section 2.18 shall prevent or limit the ability of the Borrower to repay or refinance the Advances in any other manner not otherwise prohibited by this Agreement. (f) It is understood and agreed that the Loans exchanged following any exchange of Advances for Exchange Notes, such Advances shall be deemed to have been repaid in full. (g) The Exchange Notes constitute shall (except as otherwise expressly provided in this Agreement) have guarantees, covenants, events of default and other terms substantially consistent with the same Indebtedness as 5.750% Senior Notes Due 2025; provided that the call protection applicable to the Exchange Notes shall not apply to any Exchange Notes held by an Initial Lender or its Affiliates (other than Asset Management Affiliates) prior to the sale or transfer of such Exchange Notes to a third party (including any affiliated third party of such Initial Lender pursuant to a bona fide open market purchases or in connection with market making activities). (h) The Exchange Notes shall (i) mature on the seventh anniversary of the Closing Date and that no novation (ii) be non-callable until the third anniversary of the Closing Date and will be callable thereafter at par, plus accrued interest and a premium equal to 75% of the coupon in effect on the date the coupon was fixed, which premium shall be effected by any such exchangedecline ratably on each yearly anniversary of the Closing Date to zero one year prior to the maturity date of the Exchange Notes.

Exchange Notes. (a) Subject to satisfaction Upon the occurrence of the provisions of Exchange Triggering Event, the Borrower shall furnish to the Administrative Agent, at least ten (10) Business Days before the Exchange Date (unless a shorter period is acceptable to the Administrative Agent), an Officer’s Certificate setting forth (i) that the Exchange Triggering Event has occurred and (ii) the Exchange Date. At any time prior to giving the notice to the Lenders pursuant to Section 2.10(b) below, the Borrower may withdraw, revoke or rescind any notice delivered to the Administrative Agent pursuant to this Section 2.21 and in reliance upon 2.10(a). (b) At least ten (10) Business Days before the representations and warranties Exchange Date (unless a shorter period is acceptable to the Required Lenders), the Borrower shall mail or cause to be mailed by first class mail a notice of the Borrower herein set forthExchange Date to each Lender at its registered address. The notice shall identify the Loan Notes and Loan Guarantees to be surrendered and shall state: (1) the Exchange Date; (2) the date by which the Loan Notes and Loan Guarantees shall be surrendered to the Administrative Agent; (3) the name and address of the Administrative Agent; (4) that the Loan Notes must be surrendered to the Administrative Agent in order to exchange the Loan Notes and Loan Guarantees for the Exchange Notes and Exchange Note Guarantees, issued pursuant to the Indenture; (5) that interest on Loan Notes ceases to accrue on and after the 15th Business Day prior to the Bridge Term Loan Maturity Date Exchange Date; and, if the Rollover Conversion occurs, at any time on and after the Bridge Term Loan Maturity Date, each Lender will have the option to notify (an “Exchange Notice”6) the Administrative Agent in writing of its request for exchange notes (individually, an “Exchange Note” and collectively, the “Exchange Notes”) in a dollar for dollar exchange at par value for an equal principal amount of all or a portion of its outstanding Loans hereunder; provided that in no event shall any Exchange Notes be issued prior to the Bridge Term Loan Maturity Date. Each Lender’s Exchange Notice shall specify the aggregate principal amount of outstanding Loans that such Lender desires to exchange for the Exchange Notes pursuant to and Exchange Note Guarantees the Lender shall receive on the Exchange Date upon properly tendering its Loan Notes and Loan Guarantees. At the Borrower’s request, the Administrative Agent shall give this Section 2.21, which shall be in a minimum amount of $1,000,000 (and integral multiples of $1,000 in excess thereof) and, subject to the limitations set forth notice in the Exchange Note Indenture, shall be Exchange Notes bearing interest Borrower’s name and at the Second Lien Bridge Total Cap. (b) Notwithstanding the foregoingBorrower’s expense; provided, such Lender’s Loans shall only be exchanged for Exchange Notes hereunder upon the occurrence of an Exchange Trigger Eventhowever, notice of which shall be provided to that the Borrower and all such Lenders by shall have delivered to the Administrative Agent. Upon receipt of notice of an , at least fifteen (15) Business Days prior to the Exchange Trigger Event, Date (or such shorter period as shall be acceptable to the Borrower shall set a date (eachAdministrative Agent and the Required Lenders), an “Exchange Date”) Officer’s Certificate requesting that the Administrative Agent give such notice and setting forth the information to be stated in the notice as provided in this Section 2.10(b). The notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not each Lender receives such notice. In any case, failure to give such notice by mail or any defect in the notice to any Lender shall not affect the validity of the proceeding for the exchange of Loans for Exchange Notes, which date shall be no less than 10 Business Days any other Loan Notes and no more than 15 Business Days after its receipt of notice of an Exchange Trigger EventLoan Guarantees. (c) On each or before 3:00 p.m. (New York City time) on the Exchange Date, (i) the Borrower, the Guarantors, Intermediate and the Administrative Agent, in its capacity as trustee under the Indenture, shall enter into the Indenture relating to the Exchange Notes and the Exchange Note Guarantees with blanks appropriately completed; (ii) the Borrower shall execute the Exchange Notes and deliver, the Guarantors and use commercially reasonable efforts to cause Intermediate shall execute the Exchange Note Trustee to Guarantees and the trustee under the Indenture shall authenticate and deliver, to each Lender or as directed by transfer book-entry positions for such Lender that exchanges Loans, an Exchange Note in the principal amount equal to 100% of the aggregate outstanding principal amount of such Loans (or portion thereof) for which each such Exchange Note is being exchanged. The Exchange Notes shall be governed by the Exchange Note Indenture. Upon issuance of the Exchange Notes to a Lender in accordance with this Section 2.21, a corresponding amount of the Loans of such Lender shall be deemed to have been cancelled. (d) The Borrower shall, as promptly as practicable after being requested to do so by the Lenders pursuant to the terms of this Agreement at any time following the first Exchange Trigger Event and no later than the applicable Exchange Date, (i) select a bank or trust company to act as Exchange Note Trustee, (ii) enter into the Exchange Note Indenture and an exchange agreement customary for transactions of this type, (iii) cause counsel to the Borrower and Guarantors to deliver to the Administrative Agent customary legal opinions and 10b-5 letters covering such customary matters as reasonably requested by the Arrangers, (iv) in connection with a resale of Exchange Notes, use commercially reasonable efforts to cause the accountants for the Borrower (and, if applicable, the Target) to deliver “comfort letters” customarily delivered in offerings under Rule 144A of the rules and regulations under the Securities Act and (v) deliver a customary offering memorandum relating to the sale of Exchange Notes in accordance with Rule 144A the terms of the rules Indenture to the Lenders who surrendered their Loan Notes and regulations under Loan Guarantees in accordance with the Securities Act containing such disclosures notice delivered pursuant to Section 2.10(b); and (iii) the Administrative Agent shall have received, dated as are customary and appropriate for such a document (including Cooperation Information). The Exchange Note Trustee shall at all times be a corporation organized and doing business under the laws of the United States or any State thereofExchange Date, in good standing, that is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has a combined capital and surplus of not less than $500,000,000; provided that the Borrower shall only be required to assist with respect to matters set forth in clauses (iii), (iv) and (v) on no more than three occasions (which number shall be reduced by the number of completed Take-out Financings), all of which shall occur prior to the first anniversary Secretary’s Certificate of the Rollover Loan Maturity Date. (e) It is understood and agreed that Borrower, the Loans exchanged for Exchange Notes constitute the same Indebtedness as such Exchange Notes and that no novation shall be effected by any such exchange.Guarantors and

Exchange Notes. (a) Subject to satisfaction of the provisions of this Section 2.21 and in reliance upon the representations and warranties of the Borrower herein set forth, on and after the 15th Business Day prior to the Bridge Term Loan Maturity Date and, if the Rollover Conversion occurs2.18, at any time on and after the Bridge Term Loan Maturity Datedate of the Rollover Conversion (each, each Lender will have the option to notify (an “Exchange NoticeDate”) ), at the Administrative Agent in writing option of its request the applicable Lender, the Extended Advances of such Lender may be exchanged for exchange notes (individually, an “Exchange Note” and collectively, the “Exchange Notes”) in a dollar for dollar Dollar-for-Dollar exchange at par value for an equal principal amount of all or a portion of its outstanding Loans Extended Advances hereunder; provided provided, however, that in no event (i) such Lender’s Extended Advances shall any only be exchanged for Exchange Notes hereunder following the occurrence of an Exchange Trigger Event, (ii) the Administrative Agent shall provide the Borrower and the Lenders written notice of the occurrence of an Exchange Trigger Event (an “Exchange Trigger Event Notice”) not less than five Business Days (or ten Business Days in the case of the first Exchange Trigger Event) prior to an Exchange Date for such Lender’s Extended Advances to be issued exchanged for Exchange Notes on such Exchange Date (an “Exchange Event”) and the Exchange Event shall occur on such fifth (or tenth, as applicable) Business Day after such Exchange Trigger Event Notice and (iii) the Borrower shall not be required to effectuate more than one Exchange Event in any calendar month. (b) Such Lender shall provide the Administrative Agent prior written notice of such election (an “Exchange Notice”) at least five Business Days prior to an Exchange Date (or ten Business Days if the notice is provided prior to the Bridge Term Loan Maturity Datefirst Exchange Trigger Event Notice) (or such shorter period as agreed to by the Administrative Agent), with a copy to the Exchange Note Trustee. Each Lender’s Exchange Notice shall specify the aggregate principal amount of outstanding Loans Extended Advances that such Lender desires to exchange for Exchange Notes pursuant to this Section 2.212.18, which shall be in a minimum amount of $1,000,000 (and integral multiples of $1,000 in excess thereof) and1,000,000, subject to the limitations set forth in the Exchange Note Indentureor, shall be if less, all outstanding remaining Extended Advances held by such Lender. Such Exchange Notes bearing shall bear a fixed rate of interest at the Second Lien Bridge Total Cap. (b) Notwithstanding Cap as in effect at the foregoing, such Lender’s Loans shall only be exchanged for Exchange Notes hereunder upon close of business on the occurrence of an Exchange Trigger Event, notice of which shall be provided Business Day prior to the Borrower and all such Lenders by the Administrative Agent. Upon receipt of notice of an Exchange Trigger Event, the Borrower shall set a date (each, an “relevant Exchange Date”) for the exchange of Loans for Exchange Notes, which date shall be no less than 10 Business Days and no more than 15 Business Days after its receipt of notice of an Exchange Trigger Event. (c) On each Exchange Date, the Borrower shall pay to the Administrative Agent for the account of the applicable Lender any accrued and unpaid interest on such Lender’s Extended Advances being exchanged for Exchange Notes on such date. On each Exchange Date, the Borrower shall execute and deliver, and use commercially reasonable best efforts to cause the Exchange Note Trustee to authenticate and deliver, to each Lender or as directed by such Lender that exchanges Loans, an Exchange Note in the principal amount equal to 100% of the aggregate outstanding principal amount of such Loans Extended Advances (or portion thereof) for which each such Exchange Note is being exchanged. The Exchange Notes shall be governed by the Exchange Note Indenture. Upon issuance of the Exchange Notes to a Lender in accordance with this Section 2.212.18, a corresponding amount of the Loans Extended Advances of such Lender exchanging Lenders shall be deemed to have been cancelled. If a Default (but not an Event of Default) shall have occurred and be continuing on the Exchange Date, any notices given or cure periods commenced while the Extended Advances were outstanding shall be deemed given or commenced (as of the actual dates thereof) for all purposes with respect to the Exchange Notes (with the same effect as if the Exchange Notes had been outstanding as of the actual dates thereof). (d) The Borrower shall, as promptly as reasonably practicable after being requested to do so by one or more of the Lenders pursuant to the terms of this Agreement at any time following the first Exchange Trigger Event and no later than the applicable Exchange Date, (i) select a bank or trust company to act as trustee for the Exchange Notes (the “Exchange Note Trustee”), (ii) enter into the Exchange Note Indenture and an exchange agreement containing provisions customary for Rule 144A transactions of this typewith registration rights, (iii) use reasonable best efforts to deliver or cause counsel to be delivered to the Borrower and Guarantors to deliver to the Administrative Agent customary Arranger such legal opinions and accountants’ “comfort letters” addressed to the Arranger, 10b-5 letters covering such customary matters as reasonably requested by the ArrangersArranger and such certificates as the Arranger may reasonably request as would be customary in Rule 144A offerings with registration rights, (iv) in connection with a resale of Exchange Notes, use commercially reasonable efforts to cause the accountants for the Borrower (and, if applicable, the Target) to deliver “comfort letters” customarily delivered in offerings under Rule 144A of the rules and regulations under the Securities Act and (v) deliver a customary offering memorandum relating to the sale resale of Exchange Notes in accordance with containing all customary information (other than a “description of notes” and other information customarily provided by underwriters or their counsel), including historical financial statements, pro forma financial statements and business and other financial data of the type and form that are customarily included Rule 144A offering circulars for similar debt securities, and (v) use reasonable best efforts to take such other actions, and cause its advisors, auditors and counsel to take such actions, as reasonably requested by the Arranger in connection with issuances or resales of the rules and regulations under the Securities Act containing such disclosures as are customary and appropriate for such a document (including Cooperation Information)Exchange Notes. The Exchange Note Trustee shall at all times be a corporation organized and doing business under the laws of the United States or any State thereof, in good standing, that is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal a Federal or state authority and which has a combined capital and surplus of not less than $500,000,000; provided that the Borrower shall only be required to assist with respect to matters set forth in clauses (iii), (iv) and (v) on no more than three occasions (which number shall be reduced by the number of completed Take-out Financings), all of which shall occur prior to the first anniversary of the Rollover Loan Maturity Date. (e) Nothing in this Section 2.18 shall prevent or limit the ability of the Borrower to repay or refinance the Advances in any other manner not otherwise prohibited by this Agreement. (f) It is understood and agreed that the Loans exchanged following any exchange of Advances for Exchange Notes, such Advances shall be deemed to have been repaid in full. (g) The Exchange Notes constitute shall (except as otherwise expressly provided in this Agreement) have guarantees, covenants, events of default and other terms substantially consistent with the same Indebtedness as 5.750% Senior Notes Due 2025; provided that the call protection applicable to the Exchange Notes shall not apply to any Exchange Notes held by an Initial Lender or its Affiliates (other than Asset Management Affiliates) prior to the sale or transfer of such Exchange Notes to a third party (including any affiliated third party of such Initial Lender pursuant to a bona fide open market purchases or in connection with market making activities). (h) The Exchange Notes shall (i) mature on the seventh anniversary of the Closing Date and that no novation (ii) be non-callable until the third anniversary of the Closing Date and will be callable thereafter at par, plus accrued interest and a premium equal to 75% of the coupon in effect on the date the coupon was fixed, which premium shall be effected by any such exchangedecline ratably on each yearly anniversary of the Closing Date to zero one year prior to the maturity date of the Exchange Notes.

Exchange Notes. (ai) Subject to satisfaction of the provisions of this Section 2.21 and in reliance upon the representations and warranties of the Borrower herein set forth2.01(c), on and after the 15th Business Day prior to the Bridge Term Loan Maturity Date and, if the Rollover Conversion occurs, at any time on and after the Bridge Term Loan Maturity Date, each Lender will have the option to notify (an “Exchange Notice”) the Administrative Agent in writing of its request for exchange notes (individually, an “Exchange Note” and and, collectively, the “Exchange Notes”) in a dollar exchange for dollar exchange at par value for an equal principal amount of all or a portion of its outstanding Loans hereunder; provided that in no event shall any Exchange Notes be issued prior to the Bridge Term Loan Maturity DateRollover Loan. Each Lender’s Exchange Notice shall specify indicate the aggregate principal amount of outstanding Loans its Rollover Loan that such Lender desires to exchange for Exchange Notes pursuant to this Section 2.212.01(c), which shall be in a minimum amount of $1,000,000 (and integral multiples of $1,000 in excess thereof) and, subject if such Lender holds Rollover Notes, be accompanied by the Rollover Notes to the limitations set forth in the be exchanged for Exchange Note Indenture, shall be Exchange Notes bearing interest at the Second Lien Bridge Total CapNotes. (bii) Notwithstanding the foregoing, such Lender’s Loans Rollover Loan shall only be exchanged for Exchange Notes hereunder upon the occurrence of an Exchange Trigger Event, notice of which shall be provided to the Borrower and all each such Lenders Lender that has delivered an Exchange Notice that has given rise to such Exchange Trigger Event by the Administrative Agent. Upon receipt of notice of an Exchange Trigger EventThereafter, the Borrower shall a set a date (each, an the “Exchange Date”) for the exchange of Rollover Loans for Exchange Notes, which date shall be no less than 10 Business Days five days and no more than 15 Business Days ten days after its receipt of notice of an such Exchange Trigger Event. (c) . On each such Exchange Date, the Borrower shall execute and deliver, and use commercially reasonable efforts to cause the Exchange Note Trustee to authenticate and deliver, deliver to each Lender or as directed by such Lender that exchanges Loansa Rollover Loan, an Exchange Note in the principal amount equal to 100% of the aggregate outstanding principal amount of such Loans Rollover Loan (or portion thereof) for which each such Exchange Note is being exchanged. The Exchange Notes shall be governed by the Exchange Note Indenture. Upon issuance of the Exchange Notes, any corresponding Rollover Notes to a Lender in accordance with this Section 2.21, a delivered hereunder shall be canceled by the Borrowers and the corresponding amount of the Rollover Loans deemed repaid. If a Default (but not an Event of such Lender Default) shall have occurred and be continuing on the Exchange Date, any notices given or cure periods commenced while the Rollover Loan was outstanding shall be deemed to have been cancelled. given or commenced (d) The Borrower shall, as promptly as practicable after being requested to do so by the Lenders pursuant to the terms of this Agreement at any time following the first Exchange Trigger Event and no later than the applicable Exchange Date, (i) select a bank or trust company to act as Exchange Note Trustee, (ii) enter into the Exchange Note Indenture and an exchange agreement customary for transactions of this type, (iii) cause counsel to the Borrower and Guarantors to deliver to the Administrative Agent customary legal opinions and 10b-5 letters covering such customary matters as reasonably requested by the Arrangers, (iv) in connection with a resale of Exchange Notes, use commercially reasonable efforts to cause the accountants for the Borrower (and, if applicable, the Target) to deliver “comfort letters” customarily delivered in offerings under Rule 144A of the rules and regulations under the Securities Act and (vactual dates thereof) deliver a customary offering memorandum relating to the sale of Exchange Notes in accordance with Rule 144A of the rules and regulations under the Securities Act containing such disclosures as are customary and appropriate for such a document (including Cooperation Information). The Exchange Note Trustee shall at all times be a corporation organized and doing business under the laws of the United States or any State thereof, in good standing, that is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has a combined capital and surplus of not less than $500,000,000; provided that the Borrower shall only be required to assist purposes with respect to matters set forth in clauses the Exchange Notes (iii), (iv) and (v) on no more than three occasions (which number shall be reduced by with the number of completed Take-out Financings), all of which shall occur prior to same effect as if the first anniversary Exchange Notes had been outstanding as of the Rollover Loan Maturity Dateactual dates thereof). (e) It is understood and agreed that the Loans exchanged for Exchange Notes constitute the same Indebtedness as such Exchange Notes and that no novation shall be effected by any such exchange.

Exchange Notes. (a) Subject to satisfaction of the provisions of this Section 2.21 and in reliance upon the representations and warranties of the Borrower herein set forth, on and after the 15th Business Day prior to the Bridge Term Loan Maturity Date and, if the Rollover Conversion occurs, at any time on and after the Bridge Term Loan Maturity Date, each Lender will have the option to notify (an “Exchange Notice”) the Administrative Agent in writing of its request for exchange notes (individually, an “Exchange Note” and collectively, the “Exchange Notes”) in a dollar for dollar exchange at par value for an equal principal amount of all or a portion of its outstanding Loans hereunder; provided that in no event shall any Exchange Notes be issued prior to the Bridge Term Loan Maturity Date. Each Lender’s Exchange Notice shall specify the aggregate principal amount of outstanding Loans that such Lender desires to exchange for Exchange Notes pursuant to this Section 2.21, which shall be in a minimum amount of $1,000,000 (and integral multiples of $1,000 in excess thereof) and, subject to the limitations set forth in the Exchange Note Indenture, shall be Exchange Notes bearing interest at the Second Lien Bridge Total Cap. (b) Notwithstanding the foregoing, such Lender’s Loans shall only be exchanged for Exchange Notes hereunder upon the occurrence of an Exchange Trigger Event, notice of which shall be provided to the Borrower and all such Lenders by the Administrative Agent. Upon receipt of notice of an Exchange Trigger Event, the The Borrower shall set a date (each, an “Exchange Date”) for the exchange of Loans for Exchange Notes, which date shall be no less than 10 Business Days and no more than 15 Business Days after its receipt of notice of an Exchange Trigger Event. (c) On each Exchange Date, the Borrower shall execute and deliver, and use commercially reasonable efforts to cause enter into the Exchange Note Trustee to authenticate and deliver, to each Lender or as directed by such Lender that exchanges Loans, an Exchange Note in the principal amount equal to 100% of the aggregate outstanding principal amount of such Loans (or portion thereof) for which each such Exchange Note is being exchanged. The Exchange Notes shall be governed by the Exchange Note Indenture. Upon issuance of the Exchange Notes to a Lender in accordance with this Section 2.21, a corresponding amount of the Loans of such Lender shall be deemed to have been cancelled. (d) The Borrower shall, Indenture as promptly as practicable after being requested to do so by the Lenders pursuant six-month anniversary of the Effective Date and in any event prior to the terms of this Agreement at any time following the first Exchange Trigger Event and no later than the applicable Exchange Date, (i) select Initial Maturity Date with a bank or trust company to act acting as Exchange Note indenture trustee thereunder (the “Trustee”), (ii) enter into the Exchange Note Indenture and an exchange agreement customary for transactions of this type, (iii) cause counsel to the Borrower and Guarantors to deliver to the Administrative Agent customary legal opinions and 10b-5 letters covering such customary matters as reasonably requested by the Arrangers, (iv) in connection with a resale of Exchange Notes, use commercially reasonable efforts to cause the accountants for the Borrower (and, if applicable, the Target) to deliver “comfort letters” customarily delivered in offerings under Rule 144A of the rules and regulations under the Securities Act and (v) deliver a customary offering memorandum relating to the sale of Exchange Notes in accordance with Rule 144A of the rules and regulations under the Securities Act containing such disclosures as are customary and appropriate for such a document (including Cooperation Information). The Exchange Note Trustee which shall at all times be a corporation organized and doing business under the laws of the United States of America or any State state thereof, in good standing, that which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal Federal or state authority and which has a combined capital and surplus of not less than $500,000,000; provided that 50,000,000. (b) The Borrower will, subject to Section 2.06(c), on or prior to the fifth Business Day following the written request (the “Exchange Request”) of any Lender execute, and cause the Trustee to authenticate, and deliver to such Lender in accordance with the Indenture an Exchange Note bearing interest as set forth therein in exchange for such Lender’s Loans dated the date of the issuance of such Exchange Note, registered in the name specified by such Lender, in the principal amount equal to 100% of the aggregate principal amount (including any accrued and unpaid interest not required to be paid in cash) of the Loans of such Lender for which they are exchanged. Each Exchange Request shall specify the principal amount of the Loans to be exchanged pursuant to this Section 8.12, which shall be at least $1,000,000 and in integral multiples of $100,000 in excess thereof and, if such Lender holds Notes, be accompanied by the Notes to be exchanged for Exchange Notes. No Exchange Request shall be made more than thirty (30) days prior to the Initial Maturity Date. Any Notes delivered to Borrower under this Section 8.12 in exchange for Exchange Notes shall be cancelled by the Borrower and the corresponding amount of the Lender’s Loan deemed repaid and the Exchange Notes shall only be required governed by and construed in accordance with the terms of the Indenture. (c) If Exchange Notes are issued pursuant to assist with respect to matters the terms hereof, the holders of such Exchange Notes shall have the registration rights set forth in clauses (iii), (iv) and (v) on no more than three occasions (which number shall be reduced by the number of completed Take-out Financings), all of which shall occur prior to the first anniversary of the Rollover Loan Maturity DateRegistration Rights Agreement. (e) It is understood and agreed that the Loans exchanged for Exchange Notes constitute the same Indebtedness as such Exchange Notes and that no novation shall be effected by any such exchange.

Exchange Notes. (a) Subject to satisfaction of the provisions of this Section 2.21 2.20 and in reliance upon the representations and warranties of the Borrower herein set forth, on and after the 15th 20th Business Day prior to the Bridge Term Loan Maturity Date and, if the Rollover Conversion occurs, at any time on and after the Bridge Term Loan Initial Maturity Date, each Lender will have the option to notify (an “Exchange Notice”) the Administrative Agent in writing of its request for senior unsecured exchange notes (individually, an “Exchange Note” and collectively, the “Exchange Notes”) in exchange for a dollar for dollar exchange at par value for an equal like principal amount of all or a portion of its outstanding Loans hereunder; provided that in no event shall any Exchange Notes be issued prior to the Bridge Term Loan Maturity Date. Each Lender’s Exchange Notice shall be irrevocable and shall specify the aggregate principal amount of outstanding Loans that such Lender desires to exchange for Exchange Notes pursuant to this Section 2.212.20, which shall be in a minimum amount of $1,000,000 (and integral multiples of $1,000 in excess thereof) andand whether such Exchange Notes are to be Increasing Rate Exchange Notes or, subject to the limitations set forth under the heading “—Principal, maturity and interest; Conversion of Increasing Rate Notes to Fixed Rate Notes” in the Exhibit C, Fixed Rate Exchange Note Indenture, Notes. Loans subject to an Exchange Notice shall be deemed to have been repaid for all purposes of this Agreement upon issuance of a like principal amount of Exchange Notes bearing interest at the Second Lien Bridge Total Capto such Lender in accordance with clause (c) below. (b) Notwithstanding the foregoing, such Lender’s Loans shall only be exchanged for Exchange Notes hereunder upon the occurrence of an Exchange Trigger Event, notice of which shall be provided to the Borrower and all such Lenders by the Administrative Agent. Upon receipt of notice of an Exchange Trigger Event, the Borrower shall set a date (each, each an “Exchange Date”) for the exchange of Loans for Exchange Notes, which date shall be no less than 10 ten Business Days and no more than 15 20 Business Days (or, in the case of the initial issuance of Exchange Notes, 30 Business Days) after its receipt of notice of an Exchange Trigger Event. (c) On each Exchange Date, the Borrower shall execute and deliver, and use commercially reasonable efforts to cause the Exchange Note Trustee to authenticate and deliver, to each Lender or as directed by such Lender that exchanges Loans, an Exchange Note in the principal amount equal to 100% of the aggregate outstanding principal amount (including any accrued and unpaid interest not required to be paid in cash) of such Loans Loan (or portion thereof) for which each such Exchange Note is being exchanged. The Exchange Notes shall be governed by the Exchange Note Notes Indenture. Upon issuance issu- ance of the Exchange Notes to a Lender in accordance with this Section 2.212.20, a corresponding amount of the Loans of such Lender shall be deemed to have been cancelledrepaid. (d) The Borrower shall, as promptly as practicable after being requested to do so by the Lenders pursuant to the terms of this Agreement at any time and following the first Exchange Trigger Event and no later than the applicable Exchange DateEvent, (i) select a bank or trust company reasonably acceptable to the Administrative Agent to act as Exchange Note Trustee, (ii) enter into the Exchange Note Indenture Notes Registration Rights Agreement and an exchange agreement customary for transactions of this typethe Exchange Notes Indenture, and (iii) cause counsel to the Borrower and Guarantors to deliver to the Administrative Agent an executed legal opinion in form and substance customary legal opinions and 10b-5 letters covering such customary matters as reasonably requested for a transaction of that type to be mutually agreed upon by the ArrangersBorrower and the Administrative Agent (including, (iv) in connection without limitation, with a resale of Exchange Notesrespect to due authorization, use commercially reasonable efforts to cause the accountants for the Borrower (and, if applicable, the Target) to deliver “comfort letters” customarily delivered in offerings under Rule 144A execution and delivery; validity; and enforceability of the rules and regulations under the Securities Act and (v) deliver a customary offering memorandum relating to the sale of Exchange Notes Indenture and the Exchange Notes Registration Rights Agreement referred to in accordance with Rule 144A of the rules and regulations under the Securities Act containing such disclosures as are customary and appropriate for such a document clause (including Cooperation Informationii) above). The Exchange Note Trustee shall at all times be a corporation organized and doing business under the laws of the United States or any the State thereofof New York, in good standingstanding and having its principal offices in the Borough of Manhattan, that in The City of New York, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has a combined capital and surplus of not less than $500,000,000; provided that the Borrower shall only be required to assist with respect to matters set forth in clauses (iii), (iv) and (v) on no more than three occasions (which number shall be reduced by the number of completed Take-out Financings), all of which shall occur prior to the first anniversary of the Rollover Loan Maturity Date. (e) It is understood and agreed that the Loans exchanged for Exchange Notes constitute the same Indebtedness as such Exchange Notes and that no novation shall be effected by any such exchange.

Exchange Notes. (a) Subject to satisfaction of the provisions of this Section 2.21 and in reliance upon the representations and warranties of the Borrower herein set forth, on and after the 15th Business Day prior to the Bridge Term Loan Maturity Date and, if the Rollover Conversion occurs, at any time on and after the Bridge Term Loan Maturity Date, each Lender will have the option to notify (an “Exchange Notice”) the Administrative Agent in writing of its request for exchange notes (individually, an “Exchange Note” and collectively, the “Exchange Notes”) in a dollar for dollar exchange at par value for an equal principal amount of all or a portion of its outstanding Loans hereunder; provided that in no event shall any Exchange Notes be issued prior to the Bridge Term Loan Maturity Date. Each Lender’s Exchange Notice shall specify the aggregate principal amount of outstanding Loans that such Lender desires to exchange for Exchange Notes pursuant to this Section 2.21, which shall be in a minimum amount of $1,000,000 (and integral multiples of $1,000 in excess thereof) and, subject to the limitations set forth in the Exchange Note Indenture, shall be Exchange Notes bearing interest at the Second Lien Bridge Total Cap. (b) Notwithstanding the foregoing, such Lender’s Loans shall only be exchanged for Exchange Notes hereunder upon the occurrence of an Exchange Trigger Event, notice of which shall be provided to the Borrower and all such Lenders by the Administrative Agent. Upon receipt of notice of an Exchange Trigger Event, the Borrower shall set a date (each, an “Exchange Date”) for the exchange of Loans for Exchange Notes, which date shall be no less than 10 Business Days and no more than 15 Business Days after its receipt of notice of an Exchange Trigger Event. (c) On each Exchange Date, the Borrower shall execute and deliver, and use commercially reasonable efforts to cause the Exchange Note Trustee to authenticate and deliver, to each Lender or as directed by such Lender that exchanges Loans, an Exchange Note in the principal amount equal to 100% of the aggregate outstanding principal amount of such Loans (or portion thereof) for which each such Exchange Note is being exchanged. The Exchange Notes shall be governed by the Exchange Note Indenture. Upon issuance of the Exchange Notes to a Lender in accordance with this Section 2.21, a corresponding amount of the Loans of such Lender shall be deemed to have been cancelled. (d) The Borrower shall, as As promptly as practicable after being requested to do so by the Lenders pursuant to the terms of this Agreement Facility Agent at any time following after the Effective Date and in any event prior to the date that is the earlier of (i) the first Exchange Trigger Event Date hereunder and no later than the applicable Exchange Date, (i) select a bank or trust company to act as Exchange Note Trustee, (ii) 90 days following the Effective Date, the Company agrees to select a trustee for the Exchange Notes that is reasonably acceptable to the Facility Agent and enter into the Exchange Note Indenture and an exchange agreement customary for transactions of this typeIndenture. (b) The Company agrees, (iii) cause counsel on any Exchange Date, pursuant to the Borrower and Guarantors Exchange Note Indenture, to deliver take all requisite action, together with the trustee under the Exchange Note Indenture, to record the Administrative Agent customary legal opinions and 10b-5 letters covering Company's obligations to such customary matters Lender under the Exchange Note Indenture (including, as reasonably requested by the Arrangers, (iv) in connection with a resale of Exchange Notes, use commercially reasonable efforts to cause the accountants for the Borrower (and, if applicable, the Targetissuance of an Exchange Note in the form of either Definitive Notes or the recording of such obligation through Euroclear or Clearstream Luxembourg as a beneficial ownership interest in one or more Global Notes (as such terms are defined in the Exchange Note Indenture)), and such Lender's Loans (including any accrued interest not required to be paid in cash) shall be deemed to have been repaid by the amount so exchanged and the Company's obligations under this Agreement with respect to such Loans shall be terminated. If following any Exchange, a Lender shall no longer have outstanding Loans, such Lender shall return its Loan Note (if any) to deliver “comfort letters” customarily delivered in offerings under Rule 144A of the rules Facility Agent for cancelation and regulations return to the Company. (c) The bank or trust company acting as trustee under the Securities Act and (v) deliver a customary offering memorandum relating to the sale of Exchange Notes in accordance with Rule 144A of the rules and regulations under the Securities Act containing such disclosures as are customary and appropriate for such a document (including Cooperation Information). The Exchange Note Trustee Indenture shall at all times be a corporation organized and doing business under the laws of the United States of America or any the State thereofof New York, in good standingstanding and having its principal offices in The Borough of Manhattan, that in The City of New York, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal Federal or state authority and which has a combined capital and surplus of not less than $500,000,000; provided (pound)50,000,000. The Exchange Note Indenture shall be in such a form that it can be qualified under the Borrower Trust Indenture Act of 1939. (d) If Exchange Notes are issued pursuant to the terms hereof, then the holders of such Exchange Notes shall only be required to assist with respect to matters have the registration rights set forth in clauses (iii), (iv) and (v) on no more than three occasions (which number shall be reduced by the number of completed Take-out Financings), all of which shall occur prior to the first anniversary of the Rollover Loan Maturity DateExchange Note Indenture. (e) It is understood and agreed Prior to the first interest payment in respect of the Exchange Notes, the Company agrees to use its best efforts to list the Exchange Notes on the Luxembourg Stock Exchange or any other Recognized Stock Exchange. -------------------------------------------------------------------------------- (f) In the event that the Loans exchanged for Company is neither subject to Section 13 or Section 15(d) of the Exchange Notes constitute Act nor exempt from reporting pursuant to Rule 12g3-2(b) under the same Indebtedness as such Exchange Act, the Company shall furnish to any holder of Exchange Notes and that no novation shall to prospective investors, upon the requests of such holders, any information required to be effected by delivered pursuant to Rule 144A (d)(4) under the Securities Act so long as any such exchangeExchange Notes are outstanding.

Exchange Notes. (a) Subject to satisfaction of the provisions of this Section 2.21 2.17 and in reliance upon the representations and warranties of the Borrower herein set forth, on and after the 15th 5th Business Day prior to the Bridge Term Loan Maturity Date and, if the Rollover Conversion occurs, at any time on and after the Bridge Term Loan Initial Maturity Date, each Lender will have the option to notify (an “Exchange Notice”) the Administrative Agent in writing of its request for senior unsecured exchange notes (individually, an “Exchange Note” and collectively, the “Exchange Notes”) in exchange for a dollar for dollar exchange at par value for an equal like principal amount of all or a portion of its outstanding Loans Advances hereunder; provided that in no event shall any Exchange Notes be issued prior to the Bridge Term Loan Maturity Date. Each Lender’s Exchange Notice shall be irrevocable and shall specify the aggregate principal amount of outstanding Loans Advances that such Lender desires to exchange for Exchange Notes pursuant to this Section 2.212.17, which shall be in a minimum amount of $1,000,000 (and integral multiples of $1,000 in excess thereof) andand whether such Exchange Notes are to be Increasing Rate Exchange Notes or, subject to the limitations set forth under the heading “—Principal, maturity and interest; Conversion of Increasing Rate Notes to Fixed Rate Notes” in the Exhibit I, Fixed Rate Exchange Note Indenture, Notes. Advances subject to an Exchange Notice shall be deemed to have been repaid for all purposes of this Agreement upon issuance of a like principal amount of Exchange Notes bearing interest at the Second Lien Bridge Total Capto such Lender in accordance with clause (c) below. (b) Notwithstanding the foregoing, such Lender’s Loans Advances shall only be exchanged for Exchange Notes hereunder upon the occurrence of an Exchange Trigger Event, notice of which shall be provided to the Borrower and all such Lenders by the Administrative Agent. Upon receipt of notice of an Exchange Trigger Event, the Borrower shall set a date (each, each an “Exchange Date”) for the exchange of Loans Advances for Exchange Notes, which date shall be no less than 10 Business Days and no more than 15 20 Business Days (or, in the case of the initial issuance of Exchange Notes, 45 Business Days) after its receipt of notice of an Exchange Trigger Event. (c) On each Exchange Date, the Borrower shall execute and deliver, and use commercially reasonable efforts to cause the Exchange Note Trustee to authenticate and deliver, to each Lender or as directed by such Lender that exchanges LoansAdvances, an Exchange Note in the principal amount equal to 100% of the aggregate outstanding principal amount (including any accrued and unpaid interest not required to be paid in cash) of such Loans Advance (or portion thereof) for which each such Exchange Note is being exchanged. The Exchange Notes shall be governed by the Exchange Note Notes Indenture. Upon issuance of the Exchange Notes to a Lender in accordance with this Section 2.212.17, a corresponding amount of the Loans Advances of such Lender shall be deemed to have been cancelledrepaid. (d) The Borrower shall, as promptly as practicable after being requested to do so by the Lenders pursuant to the terms of this Agreement at any time following the first Exchange Trigger Event and no later than the applicable Exchange DateEvent, (i) select a bank or trust company to act as Exchange Note Trustee, (ii) enter into the Exchange Note Indenture Notes Registration Rights Agreement and an exchange agreement customary for transactions of this typethe Exchange Notes Indenture, and (iii) cause counsel to the Borrower and Guarantors the General Counsel of the Company to deliver to the Administrative Agent customary executed legal opinions and 10b-5 letters covering such customary matters substantially in the form attached hereto as reasonably requested by the Arrangers, (iv) in connection with a resale of Exchange Notes, use commercially reasonable efforts to cause the accountants for the Borrower (and, if applicable, the Target) to deliver “comfort letters” customarily delivered in offerings under Rule 144A of the rules and regulations under the Securities Act and (v) deliver a customary offering memorandum relating to the sale of Exchange Notes in accordance with Rule 144A of the rules and regulations under the Securities Act containing such disclosures as are customary and appropriate for such a document (including Cooperation Information)Exhibit K-1and Exhibit K-2. The Exchange Note Trustee shall at all times be a corporation organized and doing business under the laws of the United States or any State thereof, in good standing, that which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has a combined capital and surplus of not less than $500,000,000; provided that the Borrower shall only be required to assist with respect to matters set forth in clauses (iii), (iv) and (v) on no more than three occasions (which number shall be reduced by the number of completed Take-out Financings), all of which shall occur prior to the first anniversary of the Rollover Loan Maturity Date. (e) It is understood and agreed that the Loans exchanged for Exchange Notes constitute the same Indebtedness as such Exchange Notes and that no novation shall be effected by any such exchange.

Exchange Notes. (a) Subject to satisfaction of the provisions of this Section 2.21 and in reliance upon the representations and warranties of the Borrower herein set forth, on and after the 15th Business Day prior to the Bridge Term Loan Maturity Date and, if the Rollover Conversion occurs, at any time on and after the Bridge Term Loan Maturity Date, each Lender will have the option to notify (an “Exchange Notice”) the Administrative Agent in writing of its request for exchange notes (individually, an “Exchange Note” and collectively, the “Exchange Notes”) in a dollar for dollar exchange at par value for an equal principal amount of all or a portion of its outstanding Loans hereunder; provided that in no event shall any Exchange Notes be issued prior to the Bridge Term Loan Maturity Date. Each Lender’s Exchange Notice shall specify the aggregate principal amount of outstanding Loans that such Lender desires to exchange for Exchange Notes pursuant to this Section 2.21, which shall be in a minimum amount of $1,000,000 (and integral multiples of $1,000 in excess thereof) and, subject to the limitations set forth in the Exchange Note Indenture, shall be Exchange Notes bearing interest at the Second Lien Bridge Total Cap. (b) Notwithstanding the foregoing, such Lender’s Loans shall only be exchanged for Exchange Notes hereunder upon the occurrence of an Exchange Trigger Event, notice of which shall be provided to the Borrower and all such Lenders by the Administrative Agent. Upon receipt of notice of an Exchange Trigger Event, the Borrower shall set a date (each, an “Exchange Date”) for the exchange of Loans for Exchange Notes, which date shall be no less than 10 Business Days and no more than 15 Business Days after its receipt of notice of an Exchange Trigger Event. (c) On each Exchange Date, the Borrower shall execute and deliver, and use commercially reasonable efforts to cause the Exchange Note Trustee to authenticate and deliver, to each Lender or as directed by such Lender that exchanges Loans, an Exchange Note in the principal amount equal to 100% of the aggregate outstanding principal amount of such Loans (or portion thereof) for which each such Exchange Note is being exchanged. The Exchange Notes shall be governed by the Exchange Note Indenture. Upon issuance of the Exchange Notes to a Lender in accordance with this Section 2.21, a corresponding amount of the Loans of such Lender shall be deemed to have been cancelled. (d) The Borrower shall, as promptly as practicable after being requested to do so by the Lenders pursuant nine month anniversary of the Effective Date and in any event prior to the terms of this Agreement at any time following the first Exchange Trigger Event and no later than the applicable Exchange Initial Maturity Date, (i) select enter into the Exchange Notes Indenture with a bank or trust company to act acting as Exchange Note indenture trustee thereunder (the “Trustee”), (ii) enter into the Exchange Note Indenture and an exchange agreement customary for transactions of this type, (iii) cause counsel to the Borrower and Guarantors to deliver to the Administrative Agent customary legal opinions and 10b-5 letters covering such customary matters as reasonably requested by the Arrangers, (iv) in connection with a resale of Exchange Notes, use commercially reasonable efforts to cause the accountants for the Borrower (and, if applicable, the Target) to deliver “comfort letters” customarily delivered in offerings under Rule 144A of the rules and regulations under the Securities Act and (v) deliver a customary offering memorandum relating to the sale of Exchange Notes in accordance with Rule 144A of the rules and regulations under the Securities Act containing such disclosures as are customary and appropriate for such a document (including Cooperation Information). The Exchange Note Trustee which shall at all times be a corporation organized and doing business under the laws of the United States of America or any State state thereof, in good standing, that which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal Federal or state authority and which has a combined capital and surplus of not less than $500,000,000; provided that 50,000,000, (ii) enter into the Exchange and Registration Rights Agreement, and (iii) cause counsel to the Borrower shall only to deliver to the Administrative Agent an executed legal opinion in form and substance customary for a transaction of that type to be required to assist mutually agreed upon by the Borrower and the Administrative Agent (including, without limitation, with respect to matters due authorization, execution and delivery; validity; and enforceability of the Exchange Documents and the Exchange and Registration Rights Agreement). (b) The Borrower will, on or prior to the third Business Day following the written request (the “Exchange Request”) of any Lender execute, and cause the Trustee to authenticate, and deliver to such Lender in accordance with the Exchange Notes Indenture an Exchange Note bearing interest as set forth therein in exchange for such Lender’s Loan dated the date of the issuance of such Exchange Note, registered in the name specified by such Lender, in the principal amount equal to 100% of the aggregate principal amount (including any accrued and unpaid interest not required to be paid in cash) of the Loans for which they are exchanged. Each Exchange Request shall specify the principal amount of the Loans to be exchanged pursuant to this Section 8.20, which shall be at least $1,000,000 and in integral multiples of $100,000 in excess thereof and, if such Lender holds Loan Notes, be accompanied by the Loan Notes to be exchanged for Exchange Notes. No Exchange Request shall be made more than thirty (30) days prior to, and no Exchange Note will be issued prior to, the Initial Maturity Date. Any Loan Notes delivered to the Borrower under this Section 8.20 in exchange for Exchange Notes shall be canceled by the Borrower and the corresponding amount of the Lender’s Loan deemed repaid and the Exchange Notes shall be governed by and construed in accordance with the terms of the Exchange Notes Indenture. (c) If Exchange Notes are issued pursuant to the terms hereof, the holders of such Exchange Notes shall have the registration rights set forth in clauses (iii), (iv) and (v) on no more than three occasions (which number shall be reduced by the number of completed Take-out Financings), all of which shall occur prior to the first anniversary of the Rollover Loan Maturity Date.Exhibit K. (ed) It is understood and agreed that the Term Loans exchanged for Exchange Notes constitute the same Indebtedness indebtedness as such Exchange Notes and that no novation shall be effected by any such exchange.

Exchange Notes. (a) Subject to satisfaction of the provisions of this Section 2.21 and in reliance upon the representations and warranties of the Borrower herein set forth, on and after the 15th Business Day prior to the Bridge Term Loan Maturity Date and, if the Rollover Conversion occurs, at any time on and after the Bridge Term Loan Maturity Date, each Lender will have the option to notify (an “Exchange Notice”) the Administrative Agent in writing of its request for exchange notes (individually, an “Exchange Note” and collectively, the “Exchange Notes”) in a dollar for dollar exchange at par value for an equal principal amount of all or a portion of its outstanding Loans hereunder; provided that in no event shall any Exchange Notes be issued prior to the Bridge Term Loan Maturity Date. Each Lender’s Exchange Notice shall specify the aggregate principal amount of outstanding Loans that such Lender desires to exchange for Exchange Notes pursuant to this Section 2.21, which shall be in a minimum amount of $1,000,000 (and integral multiples of $1,000 in excess thereof) and, subject to the limitations set forth in the Exchange Note Indenture, shall be Exchange Notes bearing interest at the Second Lien Bridge Total Cap. (b) Notwithstanding the foregoing, such Lender’s Loans shall only be exchanged for Exchange Notes hereunder upon the occurrence of an Exchange Trigger Event, notice of which shall be provided to the Borrower and all such Lenders by the Administrative Agent. Upon receipt of notice of an Exchange Trigger Event, the Borrower shall set a date (each, an “Exchange Date”) for the exchange of Loans for Exchange Notes, which date shall be no less than 10 Business Days and no more than 15 Business Days after its receipt of notice of an Exchange Trigger Event. (c) On each Exchange Date, the Borrower shall execute and deliver, and use commercially reasonable efforts to cause the Exchange Note Trustee to authenticate and deliver, to each Lender or as directed by such Lender that exchanges Loans, an Exchange Note in the principal amount equal to 100% of the aggregate outstanding principal amount of such Loans (or portion thereof) for which each such Exchange Note is being exchanged. The Exchange Notes shall be governed by the Exchange Note Indenture. Upon issuance of the Exchange Notes to a Lender in accordance with this Section 2.21, a corresponding amount of the Loans of such Lender shall be deemed to have been cancelled. (d) The Borrower Company shall, as promptly as practicable after being requested to do so by the Lenders pursuant date falling nine months after the Closing Date and in any event prior to the terms of this Agreement at any time following the first Exchange Trigger Event and no later than the applicable Exchange Initial Maturity Date, (i) select enter into the Indenture with a bank or trust company to act acting as Exchange Note indenture trustee thereunder (the "Trustee"), (ii) enter into the Exchange Note Indenture and an exchange agreement customary for transactions of this type, (iii) cause counsel to the Borrower and Guarantors to deliver to the Administrative Agent customary legal opinions and 10b-5 letters covering such customary matters as reasonably requested by the Arrangers, (iv) in connection with a resale of Exchange Notes, use commercially reasonable efforts to cause the accountants for the Borrower (and, if applicable, the Target) to deliver “comfort letters” customarily delivered in offerings under Rule 144A of the rules and regulations under the Securities Act and (v) deliver a customary offering memorandum relating to the sale of Exchange Notes in accordance with Rule 144A of the rules and regulations under the Securities Act containing such disclosures as are customary and appropriate for such a document (including Cooperation Information). The Exchange Note Trustee which shall at all times be a corporation organized and doing business under the laws of the United States of America or any State state thereof, in good standing, that which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal Federal or state authority and which has a combined capital and surplus of not less than $500,000,000; provided that 50,000,000. (b) The Company will, on or prior to the Borrower shall only be third Business Day following the written request (the "Exchange Request") of any Lender (delivered after the date the Indenture is entered into) execute, and cause the Trustee to authenticate, and deliver to such Lender in accordance with the Indenture an Exchange Note bearing interest as set forth therein in exchange for such Lender's Loan dated the date of the issuance of such Exchange Note, registered in the name specified by such Lender, in the principal amount equal to 100% of the aggregate principal amount (including any accrued and unpaid interest not required to assist be paid in cash) of the Loans for which they are exchanged. Each Exchange Request shall specify the principal amount of the Loans to be exchanged pursuant to this Section 5.9, which shall be at least [EURO] 1,000,000 and in integral multiples of [EURO] 100,000 in excess thereof and, if such Lender (or any person on its behalf) holds Loan Notes, be accompanied by the Loan Notes to be exchanged for Exchange Notes. No Exchange Request shall be made more than thirty (30) days prior to the Initial Maturity Date. Any Loan Notes delivered to Company under this Section 5.9 in exchange for Exchange Notes shall be canceled by the Company and the corresponding amount of the Lender's Loan deemed repaid and the Exchange Notes shall be governed by and construed in accordance with respect the terms of the Indenture. (c) If Exchange Notes are issued pursuant to matters the terms hereof, then the holders of such Exchange Notes shall have the registration rights, as set forth in clauses (iii), (iv) and (v) on no more than three occasions (which number shall be reduced by the number of completed Take-out Financings), all of which shall occur prior an exhibit to the first anniversary of the Rollover Loan Maturity Date.Indenture. 70 (ed) It is understood and agreed that The Company may satisfy its obligations under this Section 5.9 by causing the Loans exchanged for Exchange Notes constitute to be issued by one of its Wholly-Owned Subsidiaries in accordance with the same Indebtedness terms of this Section 5.9, so long as such the Company fully guarantees the Exchange Notes issued by such Subsidiary on terms and that no novation shall be effected by any conditions satisfactory to the Lenders. In such exchangeevent, the Company may assign its rights and obligations as borrower hereunder to such Subsidiary on terms and conditions satisfactory to the Lenders.

Exchange Notes. (a) Subject to satisfaction of the provisions of this Section 2.21 and in reliance upon the representations and warranties of the Borrower herein set forthThe Company shall, on and after the 15th Business Day prior to the Bridge Term Loan Maturity Date and, if the Rollover Conversion occurs, at any time on and after the Bridge Term Loan Initial Maturity Date, each Lender will have enter into the option to notify (an “Exchange Notice”) the Administrative Agent in writing of its request for exchange notes (individually, an “Exchange Note” and collectively, the “Exchange Notes”) in a dollar for dollar exchange at par value for an equal principal amount of all or a portion of its outstanding Loans hereunder; provided that in no event shall any Exchange Notes be issued prior to the Bridge Term Loan Maturity Date. Each Lender’s Exchange Notice shall specify the aggregate principal amount of outstanding Loans that such Lender desires to exchange for Exchange Notes pursuant to this Section 2.21, which shall be in a minimum amount of $1,000,000 (and integral multiples of $1,000 in excess thereof) and, subject to the limitations set forth in the Exchange Note Indenture, shall be Exchange Notes bearing interest at the Second Lien Bridge Total Cap. (b) Notwithstanding the foregoing, such Lender’s Loans shall only be exchanged for Exchange Notes hereunder upon the occurrence of an Exchange Trigger Event, notice of which shall be provided to the Borrower and all such Lenders by the Administrative Agent. Upon receipt of notice of an Exchange Trigger Event, the Borrower shall set a date (each, an “Exchange Date”) for the exchange of Loans for Exchange Notes, which date shall be no less than 10 Business Days and no more than 15 Business Days after its receipt of notice of an Exchange Trigger Event. (c) On each Exchange Date, the Borrower shall execute and deliver, and use commercially reasonable efforts to cause the Exchange Note Trustee to authenticate and deliver, to each Lender or as directed by such Lender that exchanges Loans, an Exchange Note in the principal amount equal to 100% of the aggregate outstanding principal amount of such Loans (or portion thereof) for which each such Exchange Note is being exchanged. The Exchange Notes shall be governed by the Exchange Note Indenture. Upon issuance of the Exchange Notes to a Lender in accordance Indenture with this Section 2.21, a corresponding amount of the Loans of such Lender shall be deemed to have been cancelled. (d) The Borrower shall, as promptly as practicable after being requested to do so by the Lenders pursuant to the terms of this Agreement at any time following the first Exchange Trigger Event and no later than the applicable Exchange Date, (i) select a bank or trust company to act acting as Exchange Note indenture trustee thereunder (the “Trustee”), (ii) enter into the Exchange Note Indenture and an exchange agreement customary for transactions of this type, (iii) cause counsel to the Borrower and Guarantors to deliver to the Administrative Agent customary legal opinions and 10b-5 letters covering such customary matters as reasonably requested by the Arrangers, (iv) in connection with a resale of Exchange Notes, use commercially reasonable efforts to cause the accountants for the Borrower (and, if applicable, the Target) to deliver “comfort letters” customarily delivered in offerings under Rule 144A of the rules and regulations under the Securities Act and (v) deliver a customary offering memorandum relating to the sale of Exchange Notes in accordance with Rule 144A of the rules and regulations under the Securities Act containing such disclosures as are customary and appropriate for such a document (including Cooperation Information). The Exchange Note Trustee which shall at all times be a corporation organized and doing business under the laws of the United States of America or any State state thereof, in good standing, that which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal Federal or state authority and which has a combined capital and surplus of not less than $500,000,000. (b) Following the Initial Maturity Date, the Company will, on or prior to the third Business Day following the written request (the “Exchange Request”) of any Lender execute, and cause the Trustee to authenticate, and deliver to such Lender in accordance with the Indenture an Exchange Note bearing interest as set forth therein in exchange for such Lender’s Loan dated the date of the issuance of such Exchange Note, registered in the name specified by such Lender, in the principal amount equal to 100% of the aggregate principal amount (including any accrued and unpaid interest not required to be paid in cash) of the Loans for which they are exchanged; provided that the Borrower shall only be required to assist Lenders have given Exchange Requests with respect to matters set forth Initial Loans or Term Loans in clauses (iii)an aggregate principal amount equal to the lesser of $25,000,000 and 10% of the aggregate principal amount of the Initial Loans or Term Loans then outstanding. Each Exchange Request shall specify the principal amount of the Loans to be exchanged pursuant to this Section 5.10, (iv) and (v) on no more than three occasions (which number shall be reduced at least $1,000,000 and, if such Lender holds Loan Notes, be accompanied by the number of completed Take-out Financings), all of which Loan Notes to be exchanged for Exchange Notes. Any Loan Notes delivered to Company under this Section 5.10 in exchange for Exchange Notes shall occur prior to be canceled by the first anniversary Company and the corresponding amount of the Rollover Lender’s Loan Maturity Datedeemed repaid and the Exchange Notes shall be governed by and construed in accordance with the terms of the Indenture. (ec) It is understood and agreed that the Loans exchanged for If Exchange Notes constitute are issued pursuant to the same Indebtedness as terms hereof, the holders of such Exchange Notes and that no novation shall be effected by any such exchangehave the registration rights set forth the Registration Rights Agreement.

Exchange Notes. (a) Subject to satisfaction of the provisions of this Section 2.21 and in reliance upon the representations and warranties of the Borrower herein set forth, on and after the 15th Business Day prior to the Bridge Term Loan Maturity Date and, if the Rollover Conversion occurs, at any time on and after the Bridge Term Loan Maturity Date, each Lender will have the option to notify (an “Exchange Notice”) the Administrative Agent in writing of its request for exchange notes (individually, an “Exchange Note” and collectively, the “Exchange Notes”) in a dollar for dollar exchange at par value for an equal principal amount of all or a portion of its outstanding Loans hereunder; provided that in no event shall any Exchange Notes be issued prior to the Bridge Term Loan Maturity Date. Each Lender’s Exchange Notice shall specify the aggregate principal amount of outstanding Loans that such Lender desires to exchange for Exchange Notes pursuant to this Section 2.21, which shall be in a minimum amount of $1,000,000 (and integral multiples of $1,000 in excess thereof) and, subject to the limitations set forth in the Exchange Note Indenture, shall be Exchange Notes bearing interest at the Second Lien Bridge Total Cap. (b) Notwithstanding the foregoing, such Lender’s Loans shall only be exchanged for Exchange Notes hereunder upon the occurrence of an Exchange Trigger Event, notice of which shall be provided to the Borrower and all such Lenders by the Administrative Agent. Upon receipt of notice of an Exchange Trigger Event, the Borrower shall set a date (each, an “Exchange Date”) for the exchange of Loans for Exchange Notes, which date shall be no less than 10 Business Days and no more than 15 Business Days after its receipt of notice of an Exchange Trigger Event. (c) On each Exchange Date, the Borrower shall execute and deliver, and use commercially reasonable efforts to cause the Exchange Note Trustee to authenticate and deliver, to each Lender or as directed by such Lender that exchanges Loans, an Exchange Note in the principal amount equal to 100% of the aggregate outstanding principal amount of such Loans (or portion thereof) for which each such Exchange Note is being exchanged. The Exchange Notes shall be governed by the Exchange Note Indenture. Upon issuance of the Exchange Notes to a Lender in accordance with this Section 2.21, a corresponding amount of the Loans of such Lender shall be deemed to have been cancelled. (d) The Borrower shall, as promptly as practicable after being requested to do so by upon the Lenders pursuant to reasonable request of the terms of this Agreement Administrative Agent at any time following on or after the first Exchange Trigger Event and no later than the applicable Exchange Initial Borrowing Date, (i) select a bank or trust company company, reasonably acceptable to the Administrative Agent, to act as Exchange Note Trustee, (ii) complete, and enter into into, the Exchange Note Indenture Documents and an exchange agreement customary for transactions of this type, (iii) cause counsel to the Borrower and Guarantors to deliver to the Administrative Agent an executed legal opinion in form and substance customary legal opinions and 10b-5 letters covering such customary matters as reasonably requested for a transaction of that type to be mutually agreed upon by the ArrangersBorrower and the Administrative Agent (including with respect to due authorization, execution and delivery; validity; and enforceability of the Exchange Documents). (ivb) in connection with The Borrower will, on or prior to the fifth (5th) Business Day following the written request (the “Exchange Request”) of the holder of any Loan (or beneficial owner of a resale of Exchange Notesportion thereof), use commercially reasonable efforts on or after the Initial Maturity Date: (i) execute and deliver, cause each other Loan Party, if any, to execute and deliver, and cause the accountants for the Borrower (and, if applicableExchange Note Trustee to execute and deliver, the TargetExchange Note Documents if such Exchange Note Documents have not previously been executed and delivered; and (ii) execute and deliver to deliver “comfort letters” customarily delivered in offerings under Rule 144A of the rules and regulations under the Securities Act and (v) deliver a customary offering memorandum relating to the sale of Exchange Notes such holder or beneficial owner in accordance with Rule 144A the Exchange Note Indenture an applicable Exchange Note dated the date of the rules issuance of such Exchange Note and regulations under the Securities Act containing such disclosures bearing interest as are customary and appropriate set forth therein in exchange for such Loan, payable to the order of such holder or owner, as the case may be, in the same principal amount as such Loan (or portion thereof) being exchanged, with accrued and unpaid interest on such Exchange Note being equal to the then accrued and unpaid interest (if any) on the Loan so being exchanged, (provided that (x) in the case of a document holder of a Note, such holder must return its Note issued hereunder before it may receive an Exchange Note and (including Cooperation Informationy) a Lender who is an original signatory hereto and its Affiliates may only receive Series A Exchange Notes unless upon receipt thereof, such holder is transferring such Exchange Notes to a Person who is not an original signatory hereto or an Affiliate thereof). The Exchange Note Trustee Request shall at all times be a corporation organized and doing business under specify the laws principal amount of the United States or any State thereofLoans to be exchanged pursuant to this Section 6.18. (c) Upon the Covenant Date, in good standing, each Loan that is authorized under such laws to exercise corporate trust powers and is not then due or subject to supervision or examination by federal or state authority repayment under Section 2.5 shall be automatically exchanged for a Series A Exchange Note, such Exchange Note to be dated the Covenant Date and which has a combined capital and surplus of not less than $500,000,000; provided that the Borrower shall only be required to assist with respect to matters bearing interest as set forth in clauses such Exchange Note, to be payable to its holder or its registered assignee, as the case may be, and to be in the same principal amount as such Loan (iii)or portion thereof) being exchanged, with accrued and unpaid interest on such Exchange Note being equal to the then accrued and unpaid interest (iv) and (vif any) on no more than three occasions (which number the Loan so being exchanged. The Borrower shall be reduced by the number of completed Take-out Financings), all of which shall occur prior to the first anniversary take any steps of the Rollover Loan Maturity Datenature of those set forth in clause (b) that are necessary to effectuate such exchange. (ed) It is understood and agreed that the Loans exchanged for Exchange Notes constitute under this Section 6.18 shall be deemed repaid and the same Indebtedness as such Exchange Notes and that no novation shall be effected governed by any such exchangeand construed in accordance with the terms of the Exchange Note Indenture.

Exchange Notes. (a) Subject to satisfaction of the provisions of this Section 2.21 2.23 and in reliance upon the representations and warranties of the Borrower herein set forth, on and after the 15th Business Day prior to the Bridge Term Loan Maturity Date and, if the Rollover Conversion occurs, at any time on and after the Bridge Term Loan Initial Maturity Date, each Lender will have the option to notify (an “Exchange Notice”) the Administrative Agent in writing of its request for senior subordinated exchange notes (individually, an “Exchange Note” and collectively, the “Exchange Notes”) in a dollar exchange for dollar exchange at par value for an equal principal amount of all or a portion of its outstanding Loans Borrowed hereunder; provided that in no event shall any Exchange Notes be issued prior to the Bridge Term Loan Maturity Date. Each Lender’s Exchange Notice shall specify indicate the aggregate principal amount of outstanding Loans that such Lender desires to exchange for Exchange Notes pursuant to this Section 2.212.23, which shall be in a minimum amount of $1,000,000 2,000 (and integral multiples of $1,000 in excess thereof) and, subject if such Lender holds Extended Notes, be accompanied by the Extended Notes to be exchanged for Exchange Notes. Loans delivered to the limitations set forth Borrower in exchange for Exchange Notes shall be canceled by the Borrower, and the corresponding amount of the Loan deemed repaid and the Exchange Notes shall be governed by and construed in accordance with the terms of the Exchange Note Indenture, . It is understood and agreed that the Loans exchanged for Exchange Notes constitute the same indebtedness as such Exchange Notes and that no novation shall be Exchange Notes bearing interest at the Second Lien Bridge Total Capeffected by any such exchange. (b) Notwithstanding the foregoing, such Lender’s Loans shall only be exchanged for Exchange Notes hereunder upon the occurrence of an Exchange Trigger Event, notice of which shall be provided to the Borrower and all such Lenders by the Administrative Agent. Upon receipt of notice of an Exchange Trigger EventThereafter, the Borrower shall a set a date (each, an the “Exchange Date”) for the exchange of Loans for Exchange Notes, which date shall be no less than 10 Business Days ten business days and no more than 15 Business Days twenty business days after its receipt of notice of an such Exchange Trigger Event; provided that such Exchange Date shall not occur prior to the Initial Maturity Date. Borrower shall not be obligated to establish more than one Exchange Date nor effect the exchange of any Loans for Exchange Notes on more than one occasion. (c) On each such Exchange Date, the Borrower shall execute and deliver, and use commercially reasonable efforts to or cause the Exchange Note Trustee to authenticate execute and deliver, to each Lender or as directed by such Lender that exchanges Loans, an Exchange Note in the principal amount equal to 100% of the aggregate outstanding principal amount (including any accrued and unpaid interest not required to be paid in cash) of such Loans Loan (or portion thereof) for which each such Exchange Note is being exchanged. The Exchange Notes shall be governed by the Exchange Note Indenture. Upon issuance of the Exchange Notes, any Notes to a Lender in accordance with this Section 2.21, a delivered hereunder shall be canceled by Borrower and the corresponding amount of the Loans deemed repaid. If a Default (but not an Event of Default) shall have occurred and be continuing on the date of such Lender exchange, any notices given or cure periods commenced while any such Loan was outstanding shall be deemed given or commenced (as of the actual dates thereof) for all purposes with respect to have the Exchange Notes (with the same effect as if the Exchange Notes had been cancelledoutstanding as of the actual dates thereof). (d) Each Lender (other than CNAI or JPMCB or their respective Affiliates) that exchanges Extended Term Loans for Exchange Notes shall have the right to fix the interest rate on its Exchange Note (each such Exchange Note being a “Fixed Rate Exchange Note”) at a rate not higher than the then applicable interest rate on such Extended Term Loan. Notwithstanding the preceding sentence, upon the written representation of a Lender, certified to by an authorized officer, transferring an Exchange Note that an interest rate higher than the then applicable interest rate on such Extended Term Loan (such higher rate, the “Transfer Rate”) is necessary in order to permit such Lender to transfer such Exchange Note to a third party and receive gross consideration equal to the principal amount thereof plus all accrued and unpaid interest to the date of such transfer, then such interest rate on the Fixed Rate Exchange Note shall be fixed at a rate not higher than the Transfer Rate; provided that such Transfer Rate shall not exceed a rate of 11.25% per annum. (e) The Borrower shall, as promptly as practicable after being requested to do so by the Lenders pursuant to the terms of this Agreement at any time and following the first date of the Exchange Trigger Event and no later than the applicable Exchange DateEvent, (i) select a bank or trust company reasonably acceptable to the Lenders to act as Exchange Note Trustee, (ii) enter into the Exchange Note Indenture Registration Rights Agreement and an exchange agreement customary for transactions of this typethe Exchange Note Indenture, and (iii) cause counsel to the Borrower and Guarantors to deliver to the Administrative Agent an executed legal opinion in form and substance customary legal opinions and 10b-5 letters covering such customary matters as reasonably requested for a transaction of that type to be mutually agreed upon by the ArrangersBorrower and the Administrative Agent (including, (iv) in connection without limitation, with a resale of Exchange Notesrespect to due authorization, use commercially reasonable efforts to cause the accountants for the Borrower (and, if applicable, the Target) to deliver “comfort letters” customarily delivered in offerings under Rule 144A execution and delivery; validity; and enforceability of the rules Exchange Documents and regulations under the Securities Act Exchange and Registration Rights Agreement referred to in clause (vii) deliver a customary offering memorandum relating to the sale of Exchange Notes in accordance with Rule 144A of the rules and regulations under the Securities Act containing such disclosures as are customary and appropriate for such a document (including Cooperation Informationabove). The Exchange Note Trustee shall at all times be a corporation organized and doing business under the laws of the United States or any the State thereofof New York, in good standingstanding and having its principal offices in the Borough of Manhattan, that in The City of New York, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has a combined capital and surplus of not less than $500,000,000; provided that the Borrower shall only be required to assist with respect to matters set forth in clauses (iii), (iv) and (v) on no more than three occasions (which number shall be reduced by the number of completed Take-out Financings), all of which shall occur prior to the first anniversary of the Rollover Loan Maturity Date. (e) It is understood and agreed that the Loans exchanged for Exchange Notes constitute the same Indebtedness as such Exchange Notes and that no novation shall be effected by any such exchange.

Exchange Notes. (a) Subject to satisfaction of the provisions of this Section 2.21 and in reliance upon the representations and warranties of the Borrower herein set forth, on and after the 15th Business Day At least 30 days prior to the Bridge Term Loan Maturity Date and, if the Rollover Conversion occurs, at any time on and after the Bridge Term Loan Maturity Date, each Lender will have the option to notify (an “Exchange Notice”) the Administrative Agent in writing of its request for exchange notes (individually, an “Exchange Note” and collectively, the “Exchange Notes”) in a dollar for dollar exchange at par value for an equal principal amount of all or a portion of its outstanding Loans hereunder; provided that in no event shall any Exchange Notes be issued prior to the Bridge Term Loan Maturity Date. Each Lender’s Exchange Notice shall specify the aggregate principal amount of outstanding Loans that such Lender desires to exchange for Exchange Notes pursuant to this Section 2.21, which shall be in a minimum amount of $1,000,000 (and integral multiples of $1,000 in excess thereof) and, subject to the limitations set forth in the Exchange Note Indenture, shall be Exchange Notes bearing interest at the Second Lien Bridge Total Cap. (b) Notwithstanding the foregoing, such Lender’s Loans shall only be exchanged for Exchange Notes hereunder upon the occurrence of an Exchange Trigger Event, notice of which shall be provided to the Borrower and all such Lenders by the Administrative Agent. Upon receipt of notice of an Exchange Trigger Event, the Borrower shall set a date (each, an “Exchange Date”) for the exchange of Loans for Exchange Notes, which date shall be no less than 10 Business Days and no more than 15 Business Days after its receipt of notice of an Exchange Trigger Event. (c) On each Exchange Repayment Date, the Borrower shall execute and deliver, and use commercially reasonable efforts to cause the Exchange Note Trustee to authenticate and deliver, to each Lender or as directed by such Lender that exchanges Loans, an Exchange Note in the principal amount equal to 100% of the aggregate outstanding principal amount of such Loans (or portion thereof) for which each such Exchange Note is being exchanged. The Exchange Notes shall be governed by the Exchange Note Indenture. Upon issuance of the Exchange Notes to a Lender in accordance with this Section 2.21, a corresponding amount of the Loans of such Lender shall be deemed to have been cancelled. (d) The Borrower shall, as promptly as practicable after being requested to do so by the Lenders pursuant to the terms of this Agreement at any time following the first Exchange Trigger Event and no later than the applicable Exchange Date, (i) select a bank or trust company to act as Exchange Note Trustee, (ii) enter into the Exchange Note Indenture and an exchange agreement customary for transactions of this typethe Registration Rights Agreement, (iii) cause counsel to the Borrower and Guarantors to deliver to the Administrative Agent customary closing documentation (including an executed legal opinions opinion in form and 10b-5 letters covering such substance customary matters as reasonably requested for a transaction of that type) to be mutually agreed upon by the Arrangers, Borrower and the Administrative Agent. (ivb) So long as the Borrower has received requests to issue at least $25,000,000 in connection with a resale the aggregate principal amount of Exchange Notes, use commercially reasonable efforts to the Borrower will, on the fifth Business Day following the written request (the “Exchange Request”) of the holder of any Rollover Loan (or beneficial owner of a portion thereof), which request may be given at any time on or after the Bridge Loan Repayment Date: (i) execute and deliver, and cause the accountants for the Borrower (and, if applicableExchange Note Trustee to execute and deliver, the TargetExchange Note Indenture and the Registration Rights Agreement if such documents have not previously been executed and delivered; and (ii) execute and deliver to deliver “comfort letters” customarily delivered in offerings under Rule 144A of the rules and regulations under the Securities Act and (v) deliver a customary offering memorandum relating to the sale of Exchange Notes such holder or beneficial owner in accordance with Rule 144A the Exchange Note Indenture one or more Exchange Notes as evidence of all or a part of the rules principal amount of such Rollover Loan bearing interest as set forth therein dated the date of the issuance of such Exchange Note, payable to the order of such holder or owner, as the case may be, in the same principal amount as such Loan being evidenced (for certainty, including any capitalized interest). (c) The Exchange Request shall specify the principal amount of the Loans to be evidenced by Exchange Notes pursuant to this Section, which shall be at least $100,000 and regulations under integral multiples of $50,000 in excess thereof or the Securities Act containing entire remaining aggregate principal amount of the Loan of such disclosures as are customary and appropriate Lender (for such a document (certainty, including Cooperation Informationany capitalized interest). Loans delivered to the Borrower in exchange for Exchange Notes under this Section to be evidenced by Exchange Notes shall be governed by and construed in accordance with the terms of the Exchange Note Indenture. (d) The Exchange Note Trustee shall at all times be a corporation organized and doing business under the laws of the United States or any the State thereofof New York, in good standingstanding and having its principal offices in the Borough of Manhattan, that in The City of New York, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has a combined capital and surplus of not less than $500,000,000; provided that the Borrower shall only be required to assist with respect to matters set forth in clauses (iii), (iv) and (v) on no more than three occasions (which number shall be reduced by the number of completed Take-out Financings), all of which shall occur prior to the first anniversary of the Rollover Loan Maturity Date. (e) If Exchange Notes are issued pursuant to the terms hereof, then the Exchange Note Holders shall have the registration rights with respect to such Exchange Notes as set forth in the Registration Rights Agreement. (f) The Exchange Note Indenture shall provide that the unpaid principal amount of each Exchange Note shall bear interest at a rate per annum equal to that of the Rollover Loans on the date of issuance of the Exchange Note. (g) It is understood and agreed that the Rollover Loans exchanged for Exchange Notes constitute the same Indebtedness as such Exchange Notes and that no novation shall be effected by any such exchange.

Exchange Notes. (a) Subject to satisfaction of the provisions of this Section 2.21 and in reliance upon the representations and warranties of the Borrower herein set forth, on and after the 15th Business Day prior to the Bridge Term Loan Maturity Date and, if the Rollover Conversion occurs, at any time on and after the Bridge Term Loan Maturity Date, each Lender will have the option to notify (an “Exchange Notice”) the Administrative Agent in writing of its request for exchange notes (individually, an “Exchange Note” and collectively, the “Exchange Notes”) in a dollar for dollar exchange at par value for an equal principal amount of all or a portion of its outstanding Loans hereunder; provided that in no event shall any Exchange Notes be issued prior to the Bridge Term Loan Maturity Date. Each Lender’s Exchange Notice shall specify the aggregate principal amount of outstanding Loans that such Lender desires to exchange for Exchange Notes pursuant to this Section 2.21, which shall be in a minimum amount of $1,000,000 (and integral multiples of $1,000 in excess thereof) and, subject to the limitations set forth in the Exchange Note Indenture, shall be Exchange Notes bearing interest at the Second Lien Bridge Total Cap. (b) Notwithstanding the foregoing, such Lender’s Loans shall only be exchanged for Exchange Notes hereunder upon the occurrence of an Exchange Trigger Event, notice of which shall be provided to the Borrower and all such Lenders by the Administrative Agent. Upon receipt of notice of an Exchange Trigger Event, the Borrower shall set a date (each, an “Exchange Date”) for the exchange of Loans for Exchange Notes, which date shall be no less than 10 Business Days and no more than 15 Business Days after its receipt of notice of an Exchange Trigger Event. (c) On each Exchange Date, the Borrower shall execute and deliver, and use commercially reasonable efforts to cause the Exchange Note Trustee to authenticate and deliver, to each Lender or as directed by such Lender that exchanges Loans, an Exchange Note in the principal amount equal to 100% of the aggregate outstanding principal amount of such Loans (or portion thereof) for which each such Exchange Note is being exchanged. The Exchange Notes shall be governed by the Exchange Note Indenture. Upon issuance of the Exchange Notes to a Lender in accordance with this Section 2.21, a corresponding amount of the Loans of such Lender shall be deemed to have been cancelled. (d) The Borrower shall, as promptly as practicable after being requested to do so by the Lenders pursuant nine month anniversary of the Closing Date and in any event prior to the terms of this Agreement at any time following the first Exchange Trigger Event and no later than the applicable Exchange Initial Maturity Date, (i) select enter into the Indenture with a bank or trust company to act acting as Exchange Note indenture trustee thereunder (the “Trustee”), (ii) enter into the Exchange Note Indenture and an exchange agreement customary for transactions of this type, (iii) cause counsel to the Borrower and Guarantors to deliver to the Administrative Agent customary legal opinions and 10b-5 letters covering such customary matters as reasonably requested by the Arrangers, (iv) in connection with a resale of Exchange Notes, use commercially reasonable efforts to cause the accountants for the Borrower (and, if applicable, the Target) to deliver “comfort letters” customarily delivered in offerings under Rule 144A of the rules and regulations under the Securities Act and (v) deliver a customary offering memorandum relating to the sale of Exchange Notes in accordance with Rule 144A of the rules and regulations under the Securities Act containing such disclosures as are customary and appropriate for such a document (including Cooperation Information). The Exchange Note Trustee which shall at all times be a corporation organized and doing business under the laws of the United States of America or any State state thereof, in good standing, that which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has a combined capital and surplus of not less than $500,000,000; provided that 50,000,000. (b) The Borrower will, on or prior to the third Business Day following the written request (the “Exchange Request”) of any Lender execute, and cause the Trustee to authenticate, and deliver to such Lender in accordance with the Indenture an Exchange Note bearing interest as set forth therein in exchange for such Lender’s Loan dated the date of the issuance of such Exchange Note, registered in the name specified by such Lender, in the principal amount equal to 100% of the aggregate principal amount (including any accrued and unpaid interest not required to be paid in cash) of the Loans for which they are exchanged. Each Exchange Request shall specify the principal amount of the Loans to be exchanged pursuant to this Section 5.9, which shall be at least $1,000,000 and in integral multiples of $100,000 in excess thereof and, if such Lender holds Loan Notes, be accompanied by the Loan Notes to be exchanged for Exchange Notes. No Exchange Request shall be made more than 30 days prior to the Initial Maturity Date. Any Loan Notes delivered to the Borrower under this Section 5.9 in exchange for Exchange Notes shall only be required cancelled by the Borrower and the corresponding amount of the Lender’s Loan deemed repaid and the Exchange Notes shall be governed by and construed in accordance with the terms of the Indenture. (c) If Exchange Notes are issued pursuant to assist with respect to matters the terms hereof, the holders of such Exchange Notes shall have the registration rights set forth in clauses (iii)Exhibit E to the Indenture, (iv) which Exhibit is hereby incorporated by reference in this Agreement, and (v) on no more than three occasions (which number shall the Borrower hereby agrees to be reduced bound by the number of completed Take-out Financings), all of which shall occur prior provisions thereof applicable to the first anniversary of the Rollover Loan Maturity DateBorrower. (e) It is understood and agreed that the Loans exchanged for Exchange Notes constitute the same Indebtedness as such Exchange Notes and that no novation shall be effected by any such exchange.

Exchange Notes. (a) Subject to satisfaction of the provisions of this Section 2.21 2.20 and in reliance upon the representations and warranties of the Borrower herein set forth, on and after the 15th 20th Business Day prior to the Bridge Term Loan Maturity Date and, if the Rollover Conversion occurs, at any time on and after the Bridge Term Loan Initial Maturity Date, each Lender will have the option to notify (an “Exchange Notice”) the Administrative Agent in writing of its request for senior unsecured exchange notes (individually, an “Exchange Note” and collectively, the “Exchange Notes”) in exchange for a dollar for dollar exchange at par value for an equal like principal amount of all or a portion of its outstanding Loans hereunder; provided that in no event shall any Exchange Notes be issued prior to the Bridge Term Loan Maturity Date. Each Lender’s Exchange Notice shall be irrevocable and shall specify the aggregate principal amount of outstanding Loans that such Lender desires to exchange for Exchange Notes pursuant to this Section 2.212.20, which shall be in a minimum amount of $1,000,000 1.0 million (and integral multiples of $1,000 in excess thereof) and, ). Loans subject to the limitations set forth in the an Exchange Note Indenture, Notice shall be deemed to have been repaid for all purposes of this Agreement upon issuance of a like principal amount of Exchange Notes bearing interest at the Second Lien Bridge Total Capto such Lender in accordance with clause (c) below. (b) Notwithstanding the foregoing, such Lender’s Loans shall only be exchanged for Exchange Notes hereunder upon the occurrence of an Exchange Trigger Event, notice of which shall be provided to the Borrower and all such Lenders by the Administrative Agent. Upon receipt of notice of an Exchange Trigger Event, the Borrower shall set a date (each, each an “Exchange Date”) for the exchange of Loans for Exchange Notes, which date shall be no less than 10 three Business Days and no more than 15 ten Business Days (or, in the case of the initial issuance of Exchange Notes, 20 Business Days) after its receipt of notice of an Exchange Trigger Event. (c) On each Exchange Date, the Borrower shall execute and deliver, and use commercially reasonable efforts to cause the Exchange Note Trustee to authenticate and deliver, to each Lender or as directed by such Lender that exchanges Loans, an Exchange Note in the principal amount equal to 100% of the aggregate outstanding principal amount (including any accrued and unpaid interest) of such Loans Loan (or portion thereof) for which each such Exchange Note is being exchanged. The Exchange Notes shall be governed by the Exchange Note Notes Indenture. Upon issuance of the Exchange Notes to a Lender in accordance with this Section 2.212.20, a corresponding amount of the Loans of such Lender shall be deemed to have been cancelledrepaid. (d) The Borrower shall, as promptly as practicable after being requested to do so by the Lenders pursuant December 31, 2008 and in any event prior to the terms of this Agreement at any time following the first Exchange Trigger Event and no later than the applicable Exchange Initial Maturity Date, (i) select a bank or trust company reasonably acceptable to the Administrative Agent to act as Exchange Note Trustee, (ii) enter into the Exchange Note Indenture Notes Registration Rights Agreement and an exchange agreement customary for transactions of this typethe Exchange Notes Indenture, and (iii) cause counsel to the Borrower and Guarantors to deliver to the Administrative Agent an executed legal opinion in form and substance customary legal opinions and 10b-5 letters covering such customary matters as reasonably requested for a transaction of that type to be mutually agreed upon by the ArrangersBorrower and the Administrative Agent (including, (iv) in connection without limitation, with a resale of Exchange Notesrespect to due authorization, use commercially reasonable efforts to cause the accountants for the Borrower (and, if applicable, the Target) to deliver “comfort letters” customarily delivered in offerings under Rule 144A execution and delivery; validity; and enforceability of the rules and regulations under the Securities Act and (v) deliver a customary offering memorandum relating to the sale of Exchange Notes Indenture and the Exchange Notes Registration Rights Agreement referred to in accordance with Rule 144A of the rules and regulations under the Securities Act containing such disclosures as are customary and appropriate for such a document clause (including Cooperation Informationii) above). The Exchange Note Trustee shall at all times be a corporation organized and doing business under the laws of the United States or any the State thereofof New York, in good standingstanding and having its principal offices in the Borough of Manhattan, that in The City of New York, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has a combined capital and surplus of not less than $500,000,000; provided that the Borrower shall only be required to assist with respect to matters set forth in clauses (iii), (iv) and (v) on no more than three occasions (which number shall be reduced by the number of completed Take-out Financings), all of which shall occur prior to the first anniversary of the Rollover Loan Maturity Date500.0 million. (e) It is understood and agreed that the Loans exchanged for Exchange Notes constitute the same Indebtedness as such Exchange Notes and that no novation shall be effected by any such exchange.

Exchange Notes. (a) Subject In the event that any Loans remain outstanding on the 270th day after the Closing Date, (i) the Borrower and the Administrative Agent shall agree to satisfaction the form of the provisions Exchange Note Indenture (and all exhibits and appendices thereto) (such agreement to be evidenced in a writing satisfactory to the Borrower and the Administrative Agent), it being understood that the covenants and events of this Section 2.21 default contained in such Exchange Note Indenture, to the extent analogous, shall be substantially similar to the covenants and events of default contained in reliance upon Article VI and Article VII herein, respectively, with such changes as are appropriate, and (1) the representations and warranties Change of Control Prepayment for any Fixed Rate Exchange Notes (as defined below) shall be for a purchase price in cash equal to 101% of the Borrower herein set forthprincipal amount thereof plus accrued but unpaid interest to the date of repurchase, (2) a Lender shall have the right to fix the interest rate on and after an Exchange Note at the 15th Business Day interest rate then in effect on such Exchange Note (each such note, a "FIXED RATE EXCHANGE NOTE"); provided that prior to the Bridge Term Loan Maturity Mandatory Prepayment Termination Date and(but not on, if or after, such date), such right may only be exercised upon the Rollover Conversion occurssale of an Exchange Note to a third party purchaser, (3) each Fixed Rate Exchange Note shall be non-callable prior to September 1, 2009 (subject to equity clawback and make-whole provisions on terms substantially similar to those contained in the NTK Senior Discount Notes Indenture) and shall be callable thereafter at any time par plus accrued interest plus a premium equal to 50% of the interest rate thereon in effect on and after the Bridge Term Loan date of issuance of such Fixed Rate Exchange Note, which premium shall decline ratably on each yearly anniversary of the date of such sale to zero two years prior to the Final Maturity Date, each Lender will have the option to notify (an “Exchange Notice”4) the Administrative Agent amendment provisions in writing the Exchange Note Indenture shall be substantially similar to the amendment provisions contained in the NTK Senior Discount Notes Indenture, (5) interest on the Exchange Notes shall be computed on the basis of its request for exchange notes a 360-day year comprised of twelve 30-day months and (individually, an “6) the Exchange Note” Note Indenture shall contain provisions similar to Section 2.06(b) with respect to all Exchange Notes and collectivelySection 2.04(a) and (b) with respect to Increasing Rate Exchange Notes and (ii) on the date of the first issuance of Exchange Notes, the “Exchange Notes”) in a dollar for dollar exchange at par value for an equal principal Borrower shall place the full amount of all or a portion of its outstanding Loans hereunder; provided that in no event shall any the Exchange Notes (other than the Exchange Notes actually issued on such date) that may be issued pursuant to the terms hereof in escrow, on terms reasonably satisfactory to the Administrative Agent, and with a fiduciary reasonably satisfactory to the Administrative Agent, to be held, undated, in escrow pending issuance pursuant to the terms hereof. The Exchange Note Indenture shall be in such form that it can be qualified under the U.S. Trust Indenture Act of 1939, as amended. (b) The Borrower shall, no later than ten Business Days prior to the Bridge Term Loan Initial Maturity Date. Each Lender’s Exchange Notice shall specify , (i) cause the aggregate principal amount of outstanding Loans that such Lender desires to exchange for Exchange Notes pursuant to this become eligible for deposit at The Depository Trust Company (including by the filing of an appropriately executed letter of representations), (ii) obtain "CUSIP" and "ISIN" numbers for the Exchange Notes and (iii) cause the Exchange Notes to be eligible for trading in the Private Offerings, Resales and Trading through Automatic Linkages ("PORTAL") market. (c) On or prior to the fifth Business Day following the receipt of an Exchange Request from a Lender in accordance with Section 2.21, which shall be in a minimum amount of $1,000,000 2.03(b) (and integral multiples of $1,000 in excess thereof) and, subject to the limitations proviso set forth therein) that requests the exchange of any Loan (or portion thereof to the extent permitted by such Section) of such Lender for Exchange Notes, the Borrower shall use all commercially reasonable efforts to cause the Trustee to deliver, in accordance with the instructions set forth in such Exchange Request and with the terms of the Exchange Note Indenture, a fully executed and authenticated Exchange Note or Exchange Notes, bearing interest and with a maturity date as set forth for such Exchange Notes in the Exchange Note Indenture, in exchange for such Loan, dated the date of the issuance of such Exchange Note. Such Exchange Note shall either (i) be Exchange Notes bearing recorded in book-entry form as a beneficial interest at in one or more global notes deposited with the Second Lien Bridge Total Cap. (b) Notwithstanding Trustee as custodian for the foregoing, such Lender’s Loans shall only be exchanged for Exchange Notes hereunder upon the occurrence of an Exchange Trigger Event, notice of which shall be provided Depositary Trust Company and credited to the Borrower and all such Lenders by account of the Administrative Agent. Upon receipt of notice of an Exchange Trigger Event, the Borrower shall set a date (each, an “Exchange Date”) for the exchange of Loans for Exchange Notes, which date shall be no less than 10 Business Days and no more than 15 Business Days after exchanging Lender directly or indirectly through its receipt of notice of an Exchange Trigger Event. (c) On each Exchange Date, the Borrower shall execute and deliver, and use commercially reasonable efforts to cause the Exchange Note Trustee to authenticate and deliver, to each Lender or as directed by such Lender that exchanges Loans, an Exchange Note participant in the Depository Trust Company system, in each case in the same principal amount equal to 100% of the aggregate outstanding principal amount of as such Loans Loan (or portion thereof) for which each such Exchange Note is being exchanged. The Exchange Notes shall be governed by the Exchange Note Indenture. Upon issuance of the Exchange Notes to a Lender in accordance with this Section 2.21, a corresponding amount of the Loans of such Lender shall be deemed to have been cancelled. (d) The Borrower shall, as promptly as practicable after being requested to do so by the Lenders pursuant to the terms of this Agreement at any time following the first Exchange Trigger Event and no later than the applicable Exchange Date, (i) select a bank exchanged or trust company to act as Exchange Note Trustee, (ii) enter into if the Exchange Note Indenture and an exchange agreement customary for transactions of this typeforegoing is not reasonably practicable, (iii) cause counsel be issued as a definitive registered note payable to the Borrower and Guarantors to deliver to the Administrative Agent customary legal opinions and 10b-5 letters covering such customary matters as reasonably requested by the Arrangers, (iv) in connection with a resale of Exchange Notes, use commercially reasonable efforts to cause the accountants for the Borrower (and, if applicable, the Target) to deliver “comfort letters” customarily delivered in offerings under Rule 144A order of the rules and regulations under holder or beneficial owner, as the Securities Act and (v) deliver a customary offering memorandum relating to the sale of Exchange Notes in accordance with Rule 144A of the rules and regulations under the Securities Act containing such disclosures as are customary and appropriate for such a document (including Cooperation Information). The Exchange Note Trustee shall at all times be a corporation organized and doing business under the laws of the United States or any State thereofcase may be, in good standing, that is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has a combined capital and surplus of not less than $500,000,000; provided that the Borrower shall only be required to assist with respect to matters set forth in clauses (iii), (iv) and (v) on no more than three occasions (which number shall be reduced by the number of completed Take-out Financings), all of which shall occur prior to the first anniversary of the Rollover Loan Maturity Date. (e) It is understood and agreed that the Loans exchanged for Exchange Notes constitute the same Indebtedness principal amount as such Exchange Notes and that no novation shall be effected by any such exchangeLoan (or portion thereof) being exchanged.

Exchange Notes. (a) Subject The Exchange. Each Purchaser that is an Existing Noteholder, severally and not jointly, agrees to satisfaction exchange on the Closing Date (the “Exchange”) all of the provisions of this Section 2.21 and in reliance upon the representations and warranties principal amount of the Borrower herein Exchange Notes owned by it and the accrued and unpaid interest thereon as set forth, forth opposite such Purchaser’s name on and after Schedule II attached hereto under the 15th Business Day prior to column “Consideration” in consideration for (i) an equivalent principal amount of Notes as set forth opposite such Purchaser’s name on Schedule II attached hereto under the Bridge Term Loan Maturity Date and, if the Rollover Conversion occurs, at any time on and after the Bridge Term Loan Maturity Date, each Lender will have the option to notify (an column “Exchange Notice”) the Administrative Agent in writing Principal Amount of its request for exchange notes (individually, an “Exchange Note” and collectivelydeemed issued hereunder, (ii) a warrant to acquire the number of shares of common stock of the Issuer par value $0.0001 per share, into which the Exchange \\4165-2766-4210 v2v5 Notes owned by such Existing Noteholder would have converted on the date of the Exchange upon consummation of a Subsequent Financing in accordance with Section 3(b) of the Exchange Notes (the “Exchange NotesWarrants”) in a dollar for dollar exchange at par value for an equal principal amount of all or a portion of its outstanding Loans hereunder; provided that in no event shall any Exchange Notes be and (iii) the Inducement Warrants issued prior to such Existing Noteholder pursuant to the Bridge Term Loan Maturity Date. Each Lender’s Exchange Notice shall specify the aggregate principal amount of outstanding Loans that such Lender desires to exchange for Exchange Notes pursuant to this Section 2.21, which shall be in a minimum amount of $1,000,000 (and integral multiples of $1,000 in excess thereof) and, subject to the limitations set forth in the Exchange Note Indenture, shall be Exchange Notes bearing interest at the Second Lien Bridge Total Cap. (b) Notwithstanding the foregoing, such Lender’s Loans shall only be exchanged for Exchange Notes hereunder upon the occurrence of an Exchange Trigger Event, notice of which shall be provided to the Borrower and all such Lenders by the Administrative Agent. Upon receipt of notice of an Exchange Trigger Event, the Borrower shall set a date (each, an “Exchange Date”) for the exchange of Loans for Exchange Notes, which date shall be no less than 10 Business Days and no more than 15 Business Days after its receipt of notice of an Exchange Trigger Event. (c) On each Exchange Date, the Borrower shall execute and deliver, and use commercially reasonable efforts to cause the Exchange Note Trustee to authenticate and deliver, to each Lender or as directed by such Lender that exchanges Loans, an Exchange Note in the principal amount equal to 100% of the aggregate outstanding principal amount of such Loans (or portion thereof) for which each such Exchange Note is being exchangedInducement Warrant Documents. The Exchange Notes exchanged pursuant to this Agreement shall be governed delivered by the Exchange Note IndentureExisting Noteholders to the Issuer on the Closing Date and cancelled. Upon issuance of In addition, the Exchange Notes to a Lender in accordance with this Section 2.21, a corresponding amount of the Loans of such Lender shall be deemed to be a “Subsequent Financing” as defined in Section 3(b) of the Exchange Notes. Upon the consummation of the Exchange, all Exchange Notes (or interests therein) exchanged pursuant to this Agreement shall cease to be transferable and there shall be no further registration of any transfer of any such notes or interests. From and after the Exchange, the Existing Noteholders shall cease to have been cancelled. (d) any rights with respect to the Exchange Notes, including any payments of accrued and unpaid interest, except as otherwise provided herein or by applicable Laws. The Borrower shall, as promptly as practicable after being requested Notes and the Inducement Warrants issued to do so by the Lenders Existing Noteholders hereunder and under the Inducement Warrant Documents and the Exchange Warrants issued to the Existing Noteholders are in substitution for all rights and obligations of the Issuer and the Existing Noteholders pursuant to the terms of this Agreement at any time following the first Exchange Trigger Event and no later than the applicable Exchange Date, (i) select a bank or trust company to act as Exchange Note Trustee, (ii) enter into the Exchange Note Indenture and an exchange agreement customary for transactions of this type, (iii) cause counsel to the Borrower and Guarantors to deliver to the Administrative Agent customary legal opinions and 10b-5 letters covering such customary matters as reasonably requested by the Arrangers, (iv) in connection with a resale of Exchange Notes, use commercially reasonable efforts to cause the accountants for the Borrower (and, if applicable, the Target) to deliver “comfort letters” customarily delivered in offerings under Rule 144A of the rules and regulations under the Securities Act and (v) deliver a customary offering memorandum relating to the sale of Exchange Notes in accordance with Rule 144A of the rules and regulations under the Securities Act containing such disclosures except as are customary and appropriate for such a document (including Cooperation Information). The Exchange Note Trustee shall at all times be a corporation organized and doing business under the laws of the United States or any State thereof, in good standing, that is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has a combined capital and surplus of not less than $500,000,000; provided that the Borrower shall only be required to assist with respect to matters set forth in clauses (iii), (iv) and (v) on no more than three occasions (which number shall be reduced by the number of completed Take-out Financings), all of which shall occur prior to the first anniversary of the Rollover Loan Maturity Datetherein. (e) It is understood and agreed that the Loans exchanged for Exchange Notes constitute the same Indebtedness as such Exchange Notes and that no novation shall be effected by any such exchange.

Exchange Notes. (a) Subject to satisfaction of the provisions of this Section 2.21 and in reliance upon the representations and warranties of the Borrower herein set forthThe Issuer shall, on and after the 15th Business Day prior to the Bridge Term Loan Maturity Date and, if the Rollover Conversion occurs, at any time on and after the Bridge Term Loan Note Maturity Date, each Lender will have select a trustee and enter into an indenture, substantially in the option to notify form of Exhibit D hereto (an “the "Exchange Notice”Note Indenture"). (b) The Issuer will, promptly following its delivery of the Administrative Agent Exchange Notice (and, in writing of its request for exchange notes (individuallyany event, an “Exchange Note” and collectively, the “Exchange Notes”) in a dollar for dollar exchange at par value for an equal principal amount of all or a portion of its outstanding Loans hereunder; provided that in no event shall any Exchange Notes be issued later than two Business Days prior to the Exchange Date): (i) execute and deliver and cause the bank or trust company designated to act as trustee under the Exchange Note Indenture to execute and deliver the Exchange Note Indenture if such Exchange Note Indenture has not previously been executed and delivered; and (ii) execute and deliver to such Holder in accordance with the provisions of Section 2.3 and the Exchange Note Indenture an Exchange Note bearing interest as set forth therein in exchange for its Bridge Term Loan Maturity Note dated the Exchange Date, payable to the order of the Holder, in the same principal amount as its Bridge Note being exchanged. Each Lender’s The Exchange Notice shall specify the aggregate principal amount of outstanding Loans that such Lender desires the Bridge Notes to exchange for Exchange Notes be exchanged pursuant to this Section 2.21, 6.15 which shall be in a minimum amount of at least $1,000,000 (and integral multiples of $1,000 1,000,000 in excess thereof) and, subject . Bridge Notes delivered to the limitations set forth Issuer under this Section 6.15 in the Exchange Note Indenture, shall be Exchange Notes bearing interest at the Second Lien Bridge Total Cap. (b) Notwithstanding the foregoing, such Lender’s Loans shall only be exchanged exchange for Exchange Notes hereunder upon the occurrence of an Exchange Trigger Event, notice of which shall be provided to the Borrower and all such Lenders canceled by the Administrative Agent. Upon receipt of notice of an Exchange Trigger Event, Issuer and the Borrower shall set a date (each, an “Exchange Date”) for the exchange of Loans for Exchange Notes, which date shall be no less than 10 Business Days and no more than 15 Business Days after its receipt of notice of an Exchange Trigger Event. (c) On each Exchange Date, the Borrower shall execute and deliver, and use commercially reasonable efforts to cause the Exchange Note Trustee to authenticate and deliver, to each Lender or as directed by such Lender that exchanges Loans, an Exchange Note in the principal corresponding amount equal to 100% of the aggregate outstanding principal amount of such Loans (or portion thereof) for which each such Exchange Note is being exchanged. The Bridge Notes deemed repaid and the Exchange Notes shall be governed by and construed in accordance with the terms of the Exchange Note Indenture. Upon issuance The Holders of Bridge Notes who receive Exchange Notes in connection with the provisions set forth in Section 2.3 shall be entitled to the registration rights and provisions set forth in Exhibit H to the Exchange Notes to a Lender in accordance with this Section 2.21, a corresponding amount of the Loans of such Lender shall be deemed to have been cancelled. (d) Note Indenture. The Borrower shall, as promptly as practicable after being requested to do so by the Lenders pursuant to the terms of this Agreement at any time following the first Exchange Trigger Event and no later than the applicable Exchange Date, (i) select a bank or trust company to act acting as Exchange Note Trustee, (ii) enter into trustee under the Exchange Note Indenture and an exchange agreement customary for transactions of this type, (iii) cause counsel to the Borrower and Guarantors to deliver to the Administrative Agent customary legal opinions and 10b-5 letters covering such customary matters as reasonably requested by the Arrangers, (iv) in connection with a resale of Exchange Notes, use commercially reasonable efforts to cause the accountants for the Borrower (and, if applicable, the Target) to deliver “comfort letters” customarily delivered in offerings under Rule 144A of the rules and regulations under the Securities Act and (v) deliver a customary offering memorandum relating to the sale of Exchange Notes in accordance with Rule 144A of the rules and regulations under the Securities Act containing such disclosures as are customary and appropriate for such a document (including Cooperation Information). The Exchange Note Trustee shall at all times be a corporation organized and doing business under the laws of the United States or any the State thereofof New York, in good standingstanding and having its principal offices in New York County, that New York, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal Federal or state authority and which has a combined capital and surplus of not less than $500,000,000; provided that the Borrower shall only be required to assist with respect to matters set forth in clauses (iii), (iv) and (v) on no more than three occasions (which number shall be reduced by the number of completed Take-out Financings), all of which shall occur prior to the first anniversary of the Rollover Loan Maturity Date50,000,000. (e) It is understood and agreed that the Loans exchanged for Exchange Notes constitute the same Indebtedness as such Exchange Notes and that no novation shall be effected by any such exchange.

Exchange Notes. (a) Subject to satisfaction of the provisions of this Section 2.21 and in reliance upon the representations and warranties of the Borrower herein set forth, on and after the 15th Business Day prior to the Bridge Term Loan Maturity Date and, if the Rollover Conversion occurs, at any time on and after the Bridge Term Loan Maturity Date, each Lender will have the option to notify (an “Exchange Notice”) the Administrative Agent in writing of its request for exchange notes (individually, an “Exchange Note” and collectively, the “Exchange Notes”) in a dollar for dollar exchange at par value for an equal principal amount of all or a portion of its outstanding Loans hereunder; provided that in no event shall any Exchange Notes be issued prior to the Bridge Term Loan Maturity Date. Each Lender’s Exchange Notice shall specify the aggregate principal amount of outstanding Loans that such Lender desires to exchange for Exchange Notes pursuant to this Section 2.21, which shall be in a minimum amount of $1,000,000 (and integral multiples of $1,000 in excess thereof) and, subject to the limitations set forth in the Exchange Note Indenture, shall be Exchange Notes bearing interest at the Second Lien Bridge Total Cap. (b) Notwithstanding the foregoing, such Lender’s Loans shall only be exchanged for Exchange Notes hereunder upon the occurrence of an Exchange Trigger Event, notice of which shall be provided to the Borrower and all such Lenders by the Administrative Agent. Upon receipt of notice of an Exchange Trigger Event, the Borrower shall set a date (each, an “Exchange Date”) for the exchange of Loans for Exchange Notes, which date shall be no less than 10 Business Days and no more than 15 Business Days after its receipt of notice of an Exchange Trigger Event. (c) On each Exchange Date, the Borrower shall execute and deliver, and use commercially reasonable efforts to cause the Exchange Note Trustee to authenticate and deliver, to each Lender or as directed by such Lender that exchanges Loans, an Exchange Note in the principal amount equal to 100% of the aggregate outstanding principal amount of such Loans (or portion thereof) for which each such Exchange Note is being exchanged. The Exchange Notes shall be governed by the Exchange Note Indenture. Upon issuance of the Exchange Notes to a Lender in accordance with this Section 2.21, a corresponding amount of the Loans of such Lender shall be deemed to have been cancelled. (d) The Borrower shall, as promptly as practicable after being requested to do so by the Lenders pursuant to the terms of this Agreement Administrative Agent at any time following after the first Exchange Trigger Event nine-month anniversary of the Closing Date and no later than in any event prior to the applicable Exchange Initial Maturity Date, (i) select a trustee meeting the requirements of Section 5.10(c) and enter into the Indenture. The bank or trust company to act acting as Exchange Note Trustee, (ii) enter into the Exchange Note Indenture and an exchange agreement customary for transactions of this type, (iii) cause counsel to the Borrower and Guarantors to deliver to the Administrative Agent customary legal opinions and 10b-5 letters covering such customary matters as reasonably requested by the Arrangers, (iv) in connection with a resale of Exchange Notes, use commercially reasonable efforts to cause the accountants for the Borrower (and, if applicable, the Target) to deliver “comfort letters” customarily delivered in offerings under Rule 144A of the rules and regulations trustee under the Securities Act and (v) deliver a customary offering memorandum relating to the sale of Exchange Notes in accordance with Rule 144A of the rules and regulations under the Securities Act containing such disclosures as are customary and appropriate for such a document (including Cooperation Information). The Exchange Note Trustee Indenture shall at all times be a corporation organized and doing business under the laws of the United States of America or any State state thereof, in good standing, that which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal Federal or state authority and which has a combined capital and surplus of not less than $500,000,000; provided that 50,000,000. The Borrower shall cause the Subsidiary Guarantors in respect of the Subsidiary Guarantees then in effect to execute and deliver senior subordinated guarantees of the Exchange Notes on terms similar to those contained in such Subsidiary Guarantees. (b) The Borrower shall, on or prior to the third Business Day following the written request (the "Exchange Request") of any Lender, execute and deliver to such Lender in accordance 54 49 with the Indenture an Exchange Note bearing interest as set forth therein in exchange for such Lender's Loan dated the date of the issuance of such Exchange Note, payable to the order of such Lender, in a principal amount equal to 100% of the aggregate principal amount (including any accrued and unpaid interest not required to be paid in cash) of the Loans for which they are exchanged. Each Exchange Request shall specify the principal amount of the Loans to be exchanged pursuant to this Section 5.10, which shall be at least $1,000,000 and in integral multiples of $100,000 in excess thereof and, if such Lender holds Loan Notes, be accompanied by the Loan Notes to be exchanged for Exchange Notes. No Exchange Request shall be made more than thirty (30) days prior to the Initial Maturity Date. Any Loan Notes delivered to Borrower under this Section 5.10 in exchange for Exchange Notes shall be canceled by the Borrower and the corresponding amount of the Lender's Loan deemed repaid and the Exchange Notes shall only be required governed by and construed in accordance with the terms of the Indenture. (c) If Exchange Notes are issued pursuant to assist with respect to matters the terms hereof, then the holders of such Exchange Notes shall have the registration rights set forth in clauses (iii), (iv) and (v) on no more than three occasions (which number shall be reduced by the number of completed Take-out Financings), all of which shall occur prior Exhibit E to the first anniversary of the Rollover Loan Maturity DateIndenture. (e) It is understood and agreed that the Loans exchanged for Exchange Notes constitute the same Indebtedness as such Exchange Notes and that no novation shall be effected by any such exchange.

Exchange Notes. (a) Subject to satisfaction of the provisions of this Section 2.21 and in reliance upon the representations and warranties of the Borrower herein set forth, on and after the 15th Business Day On or prior to the Bridge Term Loan Maturity Date and, if date that is nine months following the Rollover Conversion occurs, at any time on and after the Bridge Term Loan Maturity Date, each Lender will have the option to notify (an “Exchange Notice”) the Administrative Agent in writing of its request for exchange notes (individually, an “Exchange Note” and collectively, the “Exchange Notes”) in a dollar for dollar exchange at par value for an equal principal amount of all or a portion of its outstanding Loans hereunder; provided that in no event shall any Exchange Notes be issued prior to the Bridge Term Loan Maturity Date. Each Lender’s Exchange Notice shall specify the aggregate principal amount of outstanding Loans that such Lender desires to exchange for Exchange Notes pursuant to this Section 2.21, which shall be in a minimum amount of $1,000,000 (and integral multiples of $1,000 in excess thereof) and, subject to the limitations set forth in the Exchange Note Indenture, shall be Exchange Notes bearing interest at the Second Lien Bridge Total Cap. (b) Notwithstanding the foregoing, such Lender’s Loans shall only be exchanged for Exchange Notes hereunder upon the occurrence of an Exchange Trigger Event, notice of which shall be provided to the Borrower and all such Lenders by the Administrative Agent. Upon receipt of notice of an Exchange Trigger Event, the Borrower shall set a date (each, an “Exchange Date”) for the exchange of Loans for Exchange Notes, which date shall be no less than 10 Business Days and no more than 15 Business Days after its receipt of notice of an Exchange Trigger Event. (c) On each Exchange Effective Date, the Borrower shall execute and deliver, and use commercially reasonable efforts to cause the Exchange Note Trustee to authenticate and deliver, to each Lender or as directed by such Lender that exchanges Loans, an Exchange Note in the principal amount equal to 100% of the aggregate outstanding principal amount of such Loans (or portion thereof) for which each such Exchange Note is being exchanged. The Exchange Notes shall be governed by the Exchange Note Indenture. Upon issuance of the Exchange Notes to a Lender in accordance with this Section 2.21, a corresponding amount of the Loans of such Lender shall be deemed to have been cancelled. (d) The Borrower shall, as promptly as practicable after being requested to do so by the Lenders pursuant to the terms of this Agreement at any time following the first Exchange Trigger Event and no later than the applicable Exchange Date, (i) select a bank or trust company to act as Exchange Note Trustee, (ii) enter into the Exchange Note Indenture in the form set forth as Exhibit C hereto with a trustee reasonably satisfactory to the Administrative Agent (the "Trustee"), and (ii) place the full amount of the Exchange Notes that may be issued pursuant to the terms hereof in escrow, on terms reasonably satisfactory to the Administrative Agent and with a fiduciary reasonably satisfactory to the Administrative Agent, to be held, undated, in escrow pending issuance pursuant to the terms hereof. The Exchange Note Indenture shall be in such form that it can be qualified under the U.S. Trust Indenture Act of 1939, as amended. (b) The Borrower shall, no later than ten Business Days prior to the Initial Maturity Date, (i) cause the Exchange Notes to become eligible for deposit at The Depository Trust Company (including, without limitation, by the filing of an exchange agreement customary appropriately executed letter of representations), (ii) obtain "CUSIP" and "ISIN" numbers for transactions of this type, the Exchange Notes and (iii) cause counsel the Exchange Notes to be eligible for trading in the Private Offerings, Resales and Trading through Automatic Linkages ("Portal") market. (c) If Exchange Notes are issued pursuant to the Borrower and Guarantors to deliver terms hereof, then, on the terms set forth in an exhibit to the Administrative Agent customary legal opinions and 10b-5 letters covering Exchange Note Indenture, the Borrower shall register the Exchange Notes under the Securities Act. (d) On or prior to the fifth Business Day following the receipt of a Notice of Exchange from a Lender in accordance with Section 2.04(c) that requests the exchange of any Loan (or portion thereof to the extent permitted by such customary matters as reasonably requested by the Arrangers, (ivSection) in connection with a resale of such Lender for Exchange Notes, use commercially reasonable efforts to cause the accountants for the Borrower (andshall cause to be delivered from escrow, if applicable, in accordance with the Target) to deliver “comfort letters” customarily delivered instructions set forth in offerings under Rule 144A such Notice of Exchange and with the terms of the rules Exchange Note Indenture, a fully executed Exchange Note or Exchange Notes, which shall be either Increasing Rate Notes or Fixed Rate Notes as specified in such Notice of Exchange in accordance with Section 2.04(c), bearing interest and regulations under the Securities Act and (v) deliver with a customary offering memorandum relating to the sale of maturity date as set forth for such Exchange Notes in accordance with Rule 144A the Exchange Note Indenture, in exchange for such Loan, dated the date of the rules and regulations under the Securities Act containing issuance of such disclosures as are customary and appropriate for such a document (including Cooperation Information)Exchange Note. The Such Exchange Note shall either (i) be recorded in book-entry form as a beneficial interest in one or more global notes deposited with the Trustee shall at all times be a corporation organized as custodian for the Depository Trust Company and doing business under credited to the laws account of the United States exchanging Lender directly or any State thereofindirectly through its participant in the DTC system, in good standing, that is authorized under each case in the same principal amount as such laws to exercise corporate trust powers and is Loan (or portion thereof) being exchanged or (ii) subject to supervision or examination by federal or state authority and which has the terms of the Exchange Note Indenture, be issued as a combined capital and surplus of not less than $500,000,000; provided that the Borrower shall only be required to assist with respect to matters set forth in clauses (iii), (iv) and (v) on no more than three occasions (which number shall be reduced by the number of completed Take-out Financings), all of which shall occur prior definitive registered note payable to the first anniversary order of the Rollover Loan Maturity Date. (e) It is understood and agreed that holder or beneficial owner, as the Loans exchanged for Exchange Notes constitute case may be, in the same Indebtedness principal amount as such Exchange Notes and that no novation shall be effected by any such exchangeLoan (or portion thereof) being exchanged.

Exchange Notes. (a) Subject At any time or from time to satisfaction time, on or after the Exchange Period Start Date, at the option of any Holder or Holders holding at least 15% of the provisions of this Section 2.21 and in reliance upon the representations and warranties aggregate original principal amount of the Borrower herein set forthInitial Notes (collectively, on and after the 15th Business Day prior “Electing Noteholders”), the Initial Notes held by the Electing Noteholders may be exchanged in whole or in part for one or more Exchange Notes having an aggregate principal amount equal to the Bridge Term Loan Maturity Date andoutstanding amount of such Initial Notes. Accrued and unpaid interest on the Initial Notes being exchanged shall be deemed to have been accrued under, if and shall be payable in accordance with, the Rollover Conversion occursExchange Notes received by the Electing Noteholders in exchange for such Initial Notes. (b) The Electing Noteholders shall provide the Company prior written notice of such election (each such notice, at any time on and after the Bridge Term Loan Maturity Date, each Lender will have the option to notify (an “Exchange Notice”) the Administrative Agent in writing of its request for exchange notes (individually), an “Exchange Note” and collectively, the “Exchange Notes”) in a dollar for dollar exchange at par value for an equal principal amount of all or a portion of its outstanding Loans hereunder; provided that in no event shall any Exchange Notes be issued least 15 Business Days prior to the Bridge Term Loan Maturity Date. Each Lender’s Exchange Notice shall specify date on which the aggregate principal amount of outstanding Loans that Electing Noteholders wish the exchange to take place (each such Lender desires to exchange for Exchange Notes pursuant to this Section 2.21, which shall be in a minimum amount of $1,000,000 (and integral multiples of $1,000 in excess thereof) and, subject to the limitations set forth in the Exchange Note Indenture, shall be Exchange Notes bearing interest at the Second Lien Bridge Total Cap. (b) Notwithstanding the foregoing, such Lender’s Loans shall only be exchanged for Exchange Notes hereunder upon the occurrence of an Exchange Trigger Event, notice of which shall be provided to the Borrower and all such Lenders by the Administrative Agent. Upon receipt of notice of an Exchange Trigger Event, the Borrower shall set a date (eachdate, an “Exchange Date”) for the exchange of Loans for Exchange Notes), which date notice shall be no less than 10 revocable by each Electing Noteholder, with respect to itself only, at any time prior to the Exchange Date. The Exchange Notice shall specify the principal amount of the Initial Notes to be exchanged (which shall be a multiple of $1,000 or the entire aggregate outstanding amount of the Initial Notes held by such Holder) and the Exchange Date, which shall be a Business Days and no more than 15 Business Days after its receipt of notice of an Exchange Trigger EventDay. (c) Within five days after receipt by the Company of an Exchange Notice, the Company shall give written notice of such Exchange Notice to all other Holders of Initial Notes. Each such other Holder may elect to participate in the exchange on the applicable Exchange Date by providing the Company notice of such election no later than five days prior to the applicable Exchange Date; provided that such notice includes all of the information that would be required in an Exchange Notice and that such other Holder satisfies all the conditions applicable to an Electing Noteholder. (d) On each the Exchange Date, each Electing Noteholder shall deliver to the Borrower shall execute and deliverInitial Notes Trustee a transfer instruction in favor of the Company with respect to the Initial Notes being exchanged (together with any Initial Note being exchanged that has been issued in certificated form) in accordance with the terms of the Initial Notes Indenture, and the Company shall deliver an authentication and delivery order to the trustee under the Exchange Notes Indenture directing such trustee to authenticate and deliver the Exchange Notes to such Electing Noteholder as specified in the Exchange Notice. (e) If requested by any Electing Noteholder, the Company shall use commercially its reasonable best efforts to cause the Exchange Note Trustee Notes to authenticate be issued in global form and deliverheld through The Depository Trust Company. (f) As a condition precedent to effecting any exchange pursuant to this Section 2(a), each Electing Noteholder shall (i) represent to the Company that (x) it owns its Initial Notes being exchanged, beneficially and of record, free and clear of any liens, encumbrances, claims and title defects, (y) there are no outstanding options or other rights or agreements, commitments or understandings of any kind to which such Electing Noteholder is a party, to each Lender acquire from such Electing Noteholder, or as directed by such Lender that exchanges Loans, an Exchange Note in the principal amount equal to 100% of the aggregate outstanding principal amount other obligation of such Loans (Electing Noteholder to transfer or portion thereof) for which each such Exchange Note is sell, any of its Initial Notes being exchanged. The Exchange Notes shall be governed by the Exchange Note Indenture. Upon , and (z) upon issuance of the applicable Exchange Notes in exchange for its Initial Notes being exchanged, the Company will acquire good and valid title to a Lender in accordance with this Section 2.21, a corresponding amount of the Loans all of such Lender shall be deemed to have been cancelled. (d) The Borrower shallInitial Notes, as promptly as practicable after being requested to do so by the Lenders pursuant to the terms free and clear of this Agreement at any time following the first Exchange Trigger Event liens, encumbrances, claims and no later than the applicable Exchange Datetitle defects, (i) select a bank or trust company to act as Exchange Note Trustee, and (ii) enter into make such other representations to the Exchange Note Indenture Company as the Company may reasonably request and an exchange agreement customary for transactions of this type, (iii) cause counsel provide to the Borrower Company and Guarantors to deliver to the Administrative Agent customary legal opinions and 10b-5 letters covering such customary matters as reasonably requested by the Arrangers, (iv) in connection with a resale of Exchange Notes, use commercially reasonable efforts to cause the accountants for the Borrower (and, if applicable, the Target) to deliver “comfort letters” customarily delivered in offerings under Rule 144A trustee of the rules and regulations under indenture governing the Securities Act and (v) deliver a customary offering memorandum relating to the sale of Exchange Notes in accordance with Rule 144A of such other documents and information as the rules and regulations under the Securities Act containing Company or such disclosures as are customary and appropriate for such a document (including Cooperation Information). The Exchange Note Trustee shall at all times be a corporation organized and doing business under the laws of the United States or any State thereof, in good standing, that is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has a combined capital and surplus of not less than $500,000,000; provided that the Borrower shall only be required to assist with respect to matters set forth in clauses (iii), (iv) and (v) on no more than three occasions (which number shall be reduced by the number of completed Take-out Financings), all of which shall occur prior to the first anniversary of the Rollover Loan Maturity Datetrustee may reasonably request. (e) It is understood and agreed that the Loans exchanged for Exchange Notes constitute the same Indebtedness as such Exchange Notes and that no novation shall be effected by any such exchange.

Exchange Notes. (a) Subject to satisfaction of the provisions of this Section 2.21 and in reliance upon the representations and warranties of the Borrower herein set forth, At any time on and after the 15th Business Day or prior to the Bridge Term Loan Maturity Date and, if the Rollover Conversion occurs, at any time on and after the Bridge Term Loan Maturity Spin-Off Date, each Lender will have enter into the option to notify (an “Exchange Notice”) the Administrative Agent in writing of its request for exchange notes (individually, an “Exchange Note” and collectively, the “Exchange Notes”) in a dollar for dollar exchange at par value for an equal principal amount of all or a portion of its outstanding Loans hereunder; provided that in no event shall any Exchange Notes be issued prior to the Bridge Term Loan Maturity Date. Each Lender’s Exchange Notice shall specify the aggregate principal amount of outstanding Loans that such Lender desires to exchange for Exchange Notes pursuant to this Section 2.21, which shall be in a minimum amount of $1,000,000 (and integral multiples of $1,000 in excess thereof) and, subject to the limitations set forth in the Exchange Note Indenture, shall be Exchange Notes bearing interest at the Second Lien Bridge Total Cap. (b) Notwithstanding the foregoing, such Lender’s Loans shall only be exchanged for Exchange Notes hereunder upon the occurrence of an Exchange Trigger Event, notice of which shall be provided to the Borrower and all such Lenders by the Administrative Agent. Upon receipt of notice of an Exchange Trigger Event, the Borrower shall set a date (each, an “Exchange Date”) for the exchange of Loans for Exchange Notes, which date shall be no less than 10 Business Days and no more than 15 Business Days after its receipt of notice of an Exchange Trigger Event. (c) On each Exchange Date, the Borrower shall execute and deliver, and use commercially reasonable efforts to cause the Exchange Note Trustee to authenticate and deliver, to each Lender or as directed by such Lender that exchanges Loans, an Exchange Note in the principal amount equal to 100% of the aggregate outstanding principal amount of such Loans (or portion thereof) for which each such Exchange Note is being exchanged. The Exchange Notes shall be governed by the Exchange Note Indenture. Upon issuance of the Exchange Notes to a Lender in accordance Indenture with this Section 2.21, a corresponding amount of the Loans of such Lender shall be deemed to have been cancelled. (d) The Borrower shall, as promptly as practicable after being requested to do so by the Lenders pursuant to the terms of this Agreement at any time following the first Exchange Trigger Event and no later than the applicable Exchange Date, (i) select a bank or trust company to act acting as Exchange Note Trusteeindenture trustee thereunder (the "TRUSTEE"), (ii) enter into the Exchange Note Indenture and an exchange agreement customary for transactions of this type, (iii) cause counsel to the Borrower and Guarantors to deliver to the Administrative Agent customary legal opinions and 10b-5 letters covering such customary matters as reasonably requested by the Arrangers, (iv) in connection with a resale of Exchange Notes, use commercially reasonable efforts to cause the accountants for the Borrower (and, if applicable, the Target) to deliver “comfort letters” customarily delivered in offerings under Rule 144A of the rules and regulations under the Securities Act and (v) deliver a customary offering memorandum relating to the sale of Exchange Notes in accordance with Rule 144A of the rules and regulations under the Securities Act containing such disclosures as are customary and appropriate for such a document (including Cooperation Information). The Exchange Note Trustee which shall at all times be a corporation organized and doing business under the laws of the United States of America or any State state thereof, in good standing, that which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal Federal or state authority and which has a combined capital and surplus of not less than $500,000,000; provided that 50,000,000. (b) At any time on or after the Borrower shall only be required to assist with respect to matters set forth in clauses (iii), (iv) and (v) Initial Maturity Date on no more than three occasions (which number shall be reduced by the number of completed Take-out Financings), all of which shall occur or prior to the first third Business Day following the written request (the "EXCHANGE REQUEST") of any Lender execute, and cause the Trustee to authenticate, and deliver to such Lender in accordance with the Indenture an Exchange Note bearing interest then in effect on such Lender's Rollover Term Loan in exchange for such Lender's Rollover Term Loan dated the date of the issuance of such Exchange Note, registered in the name specified by such Lender, in the principal amount equal to 100% of the aggregate principal amount (including any accrued and unpaid interest not required to be paid in cash) of the Rollover Term Loans for which they are exchanged. Each Exchange Request shall specify the principal amount of the Rollover Term Loans to be exchanged pursuant to this Section 5.9, which shall be at least $1,000,000 and in integral multiples of $100,000 in excess thereof and, if such Lender holds Rollover Term Notes, be accompanied by the Rollover Term Notes to be exchanged for Exchange Notes. The Exchange Notes shall mature on the sixth anniversary of the Rollover Loan Initial Maturity Date. (e) It is understood and agreed that the Loans exchanged . Any Loan Notes delivered to Company under this Section 5.9 in exchange for Exchange Notes constitute shall be canceled by the same Indebtedness as such Company and the corresponding amount of the Lender's Loan deemed repaid and the Exchange Notes and that no novation shall be effected governed by any such exchangeand construed in accordance with the terms of the Indenture.

Exchange Notes. (a) Subject to satisfaction of the provisions of this Section 2.21 2.12 and in reliance upon the representations and warranties of the Borrower herein set forth, on and after the 15th 10th Business Day prior to the Bridge Term Loan Maturity Date and, if the Rollover Conversion occurs, at any time on and after the Bridge Term Interim Loan Maturity Date, each Lender will have the option to notify (an “Exchange Notice”) the Administrative Agent in writing of its request for senior secured exchange notes (individually, an “Exchange Note” and collectively, the “Exchange Notes”) in a dollar for dollar exchange at par value for an equal principal amount of all or a portion of its outstanding Loans hereunder; provided that in no event shall any Exchange Notes be issued prior to the Bridge Term Loan Maturity Date. Each Lender’s Exchange Notice shall be irrevocable and shall specify the aggregate principal amount of outstanding Loans that such Lender desires to exchange for Exchange Notes pursuant to this Section 2.212.12, which shall be in a minimum amount of $1,000,000 (and integral multiples of $1,000 in excess thereof) and, subject to the limitations set forth under the heading “—Principal, maturity and interest” in the Exchange Note IndentureExhibit H, shall be Exchange Notes bearing interest at the Second Lien Bridge Total CapCap Rate. Loans subject to an Exchange Notice shall be deemed to have been repaid for all purposes of this Agreement upon issuance of a like principal amount of Exchange Notes to such Lender in accordance with clause (c) below. (b) Notwithstanding the foregoing, such Lender’s Loans shall only be exchanged for Exchange Notes hereunder upon the occurrence of an Exchange Trigger Event, notice of which shall be provided to the Borrower and all such Lenders by the Administrative Agent. Upon receipt of notice of an Exchange Trigger Event, the Borrower shall set a date (each, each an “Exchange Date”) for the exchange of Loans for Exchange Notes, which date shall be no less than 10 Business Days and no more than 15 Business Days (or, in the case of the initial issuance of Exchange Notes, 20 Business Days) after its receipt of notice of an Exchange Trigger Event. (c) On each Exchange Date, the Borrower shall execute and deliver, and use commercially reasonable efforts to cause the Exchange Note Trustee to authenticate and deliver, to each Lender or as directed by such Lender that exchanges Loans, an Exchange Note in the principal amount equal to 100% of the aggregate outstanding principal amount (including any accrued and unpaid interest not required to be paid in cash) of such Loans (or portion thereof) for which each such Exchange Note is being exchanged. The Exchange Notes shall be governed by the Exchange Note Notes Indenture. Upon issuance of the Exchange Notes to a Lender in accordance with this Section 2.212.12, a corresponding amount of the Loans of such Lender shall be deemed to have been cancelledrepaid. (d) The Borrower shall, as promptly as practicable after being requested to do so by the Lenders pursuant to the terms of this Agreement at any time following the first Exchange Trigger Event and no later than the applicable Exchange DateEvent, (i) select a bank or trust company to act as Exchange Note Trustee, (ii) enter into the Registration Rights Agreement, the Collateral Documents, Intercreditor Agreement and the Exchange Note Indenture and an exchange agreement customary for transactions of this typeNotes Indenture, (iii) cause counsel to the Borrower and Guarantors the General Counsel of the Borrower to deliver to the Administrative Agent customary executed legal opinions and 10b-5 letters covering such customary matters as reasonably requested by the Arrangers, (iv) in connection with a resale of Exchange Notes, use commercially reasonable efforts to cause the accountants for the Borrower (and, if applicable, the TargetAcquired Business) to deliver customary “comfort letters” customarily delivered in offerings under Rule 144A of the rules and regulations under the Securities Act and (v) deliver a customary an offering memorandum relating to the sale of such Exchange Notes containing the information set forth in accordance with Rule 144A of the rules and regulations under the Securities Act containing such disclosures as are customary and appropriate for such a document (including Cooperation InformationSection 6.23(b)(i). The Exchange Note Trustee shall at all times be a corporation organized and doing business under the laws of the United States or any State thereof, in good standing, that which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has a combined capital and surplus of not less than $500,000,000; provided that the Borrower shall only be required to assist with respect to matters set forth in clauses (iii), (iv) and (v) on no more than three occasions (which number shall be reduced by the number of completed Take-out Financings), all of which shall occur prior to the first anniversary of the Rollover Loan Maturity Date. (e) If Exchange Notes are issued pursuant to the terms hereof, then the holders of such Exchange Notes shall have the registration rights with respect to such Exchange Notes described in Exhibit G hereto and the benefit of a second priority security interest in the Collateral pursuant to the Collateral Documents, subject to the terms of the Intercreditor Agreement. It is understood and agreed that the Loans exchanged for Exchange Notes constitute the same Indebtedness as such Exchange Notes and that no novation shall be effected by any such exchange.