Common use of Exchange Notes Clause in Contracts

Exchange Notes. (a) The Borrower shall, as promptly as practicable after being requested to do so by one or more Lenders at any time on or after the Initial Maturity Date (unless the Borrower has given the Administrative Agent notice of prepayment of the Loans pursuant to Section 2.05) and no later than the applicable Exchange Date, (i) select a bank or trust company reasonably acceptable to the Required Lenders to act as Exchange Note Trustee, (ii) enter into the Exchange Documents and the Exchange Registration Rights Agreement, (iii) deliver an offering memorandum relating to the sale of the Exchange Notes which shall include information regarding the Borrower and its Subsidiaries of the type customarily including in private placements under Rule 144A of the Securities Act including financial statements, pro forma financial statements, business and other financial data of the type required in a registered offering by Regulation S-X and Regulation S-K under the Securities Act (other than Rule 3-10 and Rule 3-16 of Regulation S-X and subject to exceptions customary for private placements pursuant to Rule 144A promulgated under the Securities Act) or that would be necessary for the holders of Exchange Notes to receive customary (for high yield debt securities) “comfort” (including “negative assurance” comfort) from independent accountants in connection with the offering of the Exchange Notes, and in the case of the annual financial statements, the auditors’ reports thereon, (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 promulgated under the Securities Act, (v) deliver copies of resolutions of the Board of Directors of the Borrower and each Guarantor approving the execution and delivery of the Exchange Documents and the Exchange Registration Rights Agreement, together with a customary certificate of the Borrower or such Guarantor certifying such resolutions and (vi) cause counsel to the Borrower to deliver to the Administrative Agent an executed legal opinion in form and substance customary for a transaction of that type to be mutually agreed upon by the Borrower and the Administrative Agent (including, without limitation, with respect to due authorization, execution and delivery; validity; and enforceability of the Exchange Documents and the Exchange Registration Rights Agreement, subject to the qualifications contained therein). (b) The Borrower will, on or prior to the twentieth (20th) day (the “Exchange Date”) following the written request (the “Exchange Request”) of the holder of any Loan (or beneficial owner of a portion thereof) on or after the Initial Maturity Date: (i) execute and deliver, cause each other Loan Party to execute and deliver, and cause the Exchange Note Trustee 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 or beneficial owner in accordance with the Exchange Note Indenture an Exchange Note (which shall (a) bear interest at the Total Cap, (b) mature on the Final Maturity Date, (c) be non-callable prior to February 15, 2015 (other than for a customary T+50 make-whole redemption right and an equity clawback redemption right at par plus the coupon through February 1, 2014) and thereafter shall be redeemable at a declining premium beginning with one-half the coupon, in each case, on terms consistent with those set forth in the Exchange Note Indenture), (d) be guaranteed by the Subsidiary Guarantors, (e) be secured by Liens on the Collateral having an equal priority to the Liens securing the Senior Secured Notes and otherwise on substantially the same terms as the Senior Secured Notes and (f) and shall have such other terms including without limitation covenants and events of default as are set forth in the Exchange Note Indenture) in exchange for such Loan 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 (or portion thereof) being exchanged. The Exchange Request shall specify the principal amount of the Loans to be exchanged pursuant to this Section 6.14, provided that no Exchange Notes shall be issued until the Borrower shall have received requests to issue at least $50 million in aggregate principal amount of Exchange Notes. Loans exchanged for Exchange Notes under this Section 6.14 shall be deemed repaid and the Exchange Notes shall be governed by and construed in accordance with the terms of the Exchange Note Indenture. The Exchange Note Trustee shall at all times be a corporation organized and doing business under the laws of the United States or the State of New York, in good standing and having its principal offices in the Borough of Manhattan, 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 $500.0 million.

Exchange Notes. (a) The Borrower shall, as promptly as practicable after being requested to do so by one or more Lenders at any time on or after No later than the Initial Maturity Date (unless Date, the Borrower has given the Administrative Agent notice of prepayment of the Loans pursuant to Section 2.05) and no later than the applicable Exchange Date, shall (i) select a bank or trust company reasonably acceptable to the Required Lenders to act as an Exchange Note Trustee, (ii) enter into the Exchange Documents Note Indenture and the Exchange Registration Rights Agreement, (iii) deliver an offering memorandum relating to the sale of the Exchange Notes which shall include information regarding the Borrower and its Subsidiaries of the type customarily including in private placements under Rule 144A of the Securities Act including financial statements, pro forma financial statements, business and other financial data of the type required in a registered offering by Regulation S-X and Regulation S-K under the Securities Act (other than Rule 3-10 and Rule 3-16 of Regulation S-X and subject to exceptions customary for private placements pursuant to Rule 144A promulgated under the Securities Act) or that would be necessary for the holders of Exchange Notes to receive customary (for high yield debt securities) “comfort” (including “negative assurance” comfort) from independent accountants in connection with the offering of the Exchange Notes, and in the case of the annual financial statements, the auditors’ reports thereon, (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 promulgated under the Securities Act, (v) deliver copies of resolutions of the Board of Directors of the Borrower and each Guarantor approving the execution and delivery of the Exchange Documents and the Exchange Registration Rights Agreement, together with a customary certificate of the Borrower or such Guarantor certifying such resolutions and (vi) cause counsel to the Borrower to deliver to the Administrative Agent an executed legal opinion in form and substance customary for a transaction of that type to be mutually agreed upon by the Borrower and the Administrative Agent (including, without limitation, with respect to due authorization, execution and delivery; validity; and enforceability of the Exchange Documents and the Exchange Registration Rights Agreement, subject referred to the qualifications contained thereinin CLAUSE (ii) above). (b) The Borrower will, on or prior to the twentieth (20th) day (the “Exchange Date”) following Upon the written request (the “Exchange Request”"EXCHANGE REQUEST") of the holder holders of any Loan Term Loans (or beneficial owner of a portion thereof) on or after representing in excess of an aggregate principal amount of $50,000,000, the Initial Maturity DateBorrower shall: (i) execute and deliver, cause each other Loan Party to execute and deliver, and cause the Exchange Note Trustee 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 or beneficial owner in accordance with the Exchange Note Indenture an Exchange Note (which shall (a) bear bearing interest at the Total Cap, (b) mature on the Final Maturity Date, (c) be non-callable prior to February 15, 2015 (other than for a customary T+50 make-whole redemption right and an equity clawback redemption right at par plus the coupon through February 1, 2014) and thereafter shall be redeemable at a declining premium beginning with one-half the coupon, in each case, on terms consistent with those as set forth in the Exchange Note Indenture), (d) be guaranteed by the Subsidiary Guarantors, (e) be secured by Liens on the Collateral having an equal priority to the Liens securing the Senior Secured Notes and otherwise on substantially the same terms as the Senior Secured Notes and (f) and shall have such other terms including without limitation covenants and events of default as are set forth in the Exchange Note Indenture) therein in exchange for such Term Loan 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 Term Loan (or portion thereof) being exchanged. The Exchange Request shall specify the principal amount of the Term Loans to be exchanged pursuant to this Section 6.14(which shall be at least $25,000,000 per Lender and integral multiples of $1,000,000 in excess thereof or the entire remaining aggregate principal amount of the Term Loans of such Lender), provided that no the aggregate principal amount of Term Loans to be exchanged by all Lenders pursuant to this Section exceeds $50,000,000. Term Loans delivered to the Borrower under this Section in exchange for Exchange Notes shall be issued until canceled by the Borrower shall have received requests to issue at least $50 million in aggregate principal Borrower, and the corresponding amount of Exchange Notes. the Term Loans exchanged for deemed repaid and satisfied by the exchange of such Term Loans into Exchange Notes under this Section 6.14 shall be deemed repaid and the Exchange Notes shall be governed by and construed in accordance with the terms of the Exchange Note Indenture. The Exchange Note Trustee shall at all times be a corporation organized and doing business under the laws of the United States or the State of New York, in good standing and having its principal offices in the Borough of Manhattan, 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 $500.0 million.

Exchange Notes. (a) The Borrower shall, as promptly as practicable after being requested to do so by one or more Lenders at any time on or after the Initial Maturity Date (unless the Borrower has given the Administrative Agent notice of prepayment of the Loans pursuant to Section 2.05) and no later than the applicable Exchange Date, (i) select a bank or trust company reasonably acceptable to the Required Lenders to act as Exchange Note Trustee, (ii) enter into the Exchange Documents and the Exchange Registration Rights Agreement, (iii) deliver an offering memorandum relating to the sale of the Exchange Notes which shall include information regarding the Borrower and its Subsidiaries of the type customarily including in private placements under Rule 144A of the Securities Act including financial statements, pro forma financial statements, business and other financial data of the type required in a registered offering by Regulation S-X and Regulation S-K under the Securities Act (other than Rule 3-10 and Rule 3-16 of Regulation S-X and subject to exceptions customary for private placements pursuant to Rule 144A promulgated under the Securities Act) or that would be necessary for the holders of Exchange Notes to receive customary (for high yield debt securities) “comfort” (including “negative assurance” comfort) from independent accountants in connection with the offering of the Exchange Notes, and in the case of the annual financial statements, the auditors’ reports thereon, (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 promulgated under the Securities Act, (v) deliver copies of resolutions of the Board of Directors of the Borrower and each Guarantor approving the execution and delivery of the Exchange Documents and the Exchange Registration Rights Agreement, together with a customary certificate of the Borrower or such Guarantor certifying such resolutions and (vi) cause counsel to the Borrower to deliver to the Administrative Agent an executed legal opinion in form and substance customary for a transaction of that type to be mutually agreed upon by the Borrower and the Administrative Agent (including, without limitation, with respect to due authorization, execution and delivery; validity; and enforceability of the Exchange Documents and the Exchange Registration Rights Agreement, subject to the qualifications contained therein). (b) The Borrower will, on or prior to the twentieth (20th) day (the “Exchange Date”) following the written request (the “Exchange Request”) of the holder of any Loan (or beneficial owner of a portion thereof) on or after the Initial Maturity Date: (i) execute and deliver, cause each other Loan Party to execute and deliver, and cause the Exchange Note Trustee 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 or beneficial owner in accordance with the Exchange Note Indenture an Exchange Note (which shall (a) bear interest at the Total Cap, (b) mature on the Final Maturity Date, (c) be non-callable prior to February 15, 2015 (other than for a customary T+50 make-whole redemption right and an equity clawback redemption right at par plus the coupon through February 1, 2014) and thereafter shall be redeemable at a declining premium beginning with one-half the coupon, in each case, on terms consistent with those set forth in the Exchange Note Indenture), (d) be guaranteed by the Subsidiary Guarantors, and (e) be secured by Liens on the Collateral having an equal priority to the Liens securing the Senior Secured Notes and otherwise on substantially the same terms as the Senior Secured Notes and (f) and shall have such other terms including without limitation covenants and events of default as are set forth in the Exchange Note Indenture) in exchange for such Loan 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 (or portion thereof) being exchanged. The Exchange Request shall specify the principal amount of the Loans to be exchanged pursuant to this Section 6.14, provided that no Exchange Notes shall be issued until the Borrower shall have received requests to issue at least $50 million in aggregate principal amount of Exchange Notes. Loans exchanged for Exchange Notes under this Section 6.14 shall be deemed repaid and the Exchange Notes shall be governed by and construed in accordance with the terms of the Exchange Note Indenture. The Exchange Note Trustee shall at all times be a corporation organized and doing business under the laws of the United States or the State of New York, in good standing and having its principal offices in the Borough of Manhattan, 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 $500.0 million.

Exchange Notes. (a) The Borrower shallOn the Closing Date, as promptly as practicable after being requested to do so by one or more Lenders at any time on or after the Initial Maturity Date (unless the Borrower has given the Administrative Agent notice of prepayment of the Loans pursuant to Section 2.05) and no later than the applicable Exchange Date, (i) select a bank or trust company reasonably acceptable to the Required Lenders to act as Exchange Note Trustee, (ii) shall enter into the Exchange Documents and Note Indenture on the Exchange Registration Rights Agreement, (iii) deliver an offering memorandum relating terms set forth in Exhibit C hereto with a trustee reasonably satisfactory to the sale Administrative Agent (the “Trustee”), and, on or prior to the date that is nine months following the Closing Date, the Borrower shall place the full amount of the Exchange Notes which shall include information regarding the Borrower and its Subsidiaries of the type customarily including in private placements under Rule 144A of the Securities Act including financial statements, pro forma financial statements, business and other financial data of the type required in a registered offering by Regulation S-X and Regulation S-K under the Securities Act (other than Rule 3-10 and Rule 3-16 of Regulation S-X and subject to exceptions customary for private placements that may be issued pursuant to Rule 144A promulgated under the Securities Act) or that would be necessary for the holders of Exchange Notes to receive customary (for high yield debt securities) “comfort” (including “negative assurance” comfort) from independent accountants terms hereof in connection with the offering of the Exchange Notesescrow, and in the case of the annual financial statements, the auditors’ reports thereon, (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 promulgated under the Securities Act, (v) deliver copies of resolutions of the Board of Directors of the Borrower and each Guarantor approving the execution and delivery of the Exchange Documents and the Exchange Registration Rights Agreement, together with a customary certificate of the Borrower or such Guarantor certifying such resolutions and (vi) cause counsel to the Borrower to deliver on terms reasonably satisfactory to the Administrative Agent an executed legal opinion in form and substance customary for with a transaction of that type fiduciary reasonably satisfactory to the Administrative Agent, to be mutually agreed upon by the Borrower and the Administrative Agent (includingheld, without limitationundated, with respect to due authorization, execution and delivery; validity; and enforceability of the Exchange Documents and the Exchange Registration Rights Agreement, subject in escrow pending issuance pursuant to the qualifications contained therein)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 willshall, 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 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) If Exchange Notes are issued pursuant to the terms hereof, then, on the terms set forth in an exhibit to the Exchange Note Indenture, the Borrower shall register the Exchange Notes under the Securities Act. (d) On or prior to the twentieth (20th) day (the “Exchange Date”) fifth Business Day following the written request (receipt of a Notice of Extension or Exchange from a Lender in accordance with Section 2.04(c) that requests the “Exchange Request”) of the holder exchange of any Loan (or beneficial owner portion thereof to the extent permitted by such Section) of a portion thereof) on or after the Initial Maturity Date: (i) execute and deliver, cause each other Loan Party to execute and deliver, and cause the such Lender for Exchange Note Trustee to execute and deliverNotes, the Exchange Note Indenture if such Exchange Note Indenture has not previously been executed and delivered; and (ii) execute and deliver Borrower shall cause to such holder or beneficial owner be delivered from escrow, in accordance with the instructions set forth in such Notice of Extension or Exchange and with the terms of the Exchange Note Indenture an Indenture, a fully executed Exchange Note (or Exchange Notes, which shall (a) bear be either Increasing Rate Notes or Fixed Rate Notes as specified in such Notice of Extension or Exchange in accordance with Section 2.04(c), bearing interest at the Total Cap, (b) mature on the Final Maturity Date, (c) be non-callable prior to February 15, 2015 (other than for and with a customary T+50 make-whole redemption right and an equity clawback redemption right at par plus the coupon through February 1, 2014) and thereafter shall be redeemable at a declining premium beginning with one-half the coupon, in each case, on terms consistent with those maturity date as set forth for such Exchange Notes in the Exchange Note Indenture), (d) be guaranteed by the Subsidiary Guarantors, (e) be secured by Liens on the Collateral having an equal priority to the Liens securing the Senior Secured Notes and otherwise on substantially the same terms as the Senior Secured Notes and (f) and shall have such other terms including without limitation covenants and events of default as are set forth in the Exchange Note Indenture) in exchange for such Loan Loan, dated the date of the issuance of such Exchange Note. 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 as custodian for the Depositary Trust Company and credited to the account of the exchanging Lender directly or indirectly through its participant in the DTC system, in each case in the same principal amount as such Loan (or portion thereof) being exchanged or (ii) subject to the terms of the Exchange Note Indenture, be issued as a definitive registered note payable to the order of such the holder or beneficial owner, as the case may be, in the same principal amount as such Loan (or portion thereof) being exchanged. The Exchange Request shall specify the principal amount of the Loans to be exchanged pursuant to this Section 6.14, provided that no Exchange Notes shall be issued until the Borrower shall have received requests to issue at least $50 million in aggregate principal amount of Exchange Notes. Loans exchanged for Exchange Notes under this Section 6.14 shall be deemed repaid and the Exchange Notes shall be governed by and construed in accordance with the terms of the Exchange Note Indenture. The Exchange Note Trustee shall at all times be a corporation organized and doing business under the laws of the United States or the State of New York, in good standing and having its principal offices in the Borough of Manhattan, 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 $500.0 million.

Exchange Notes. (a) The Borrower shallIn the case of the Borrower, as promptly as practicable after being requested to do so by one or more Lenders the Joint Lead Arrangers at any time on or after the Initial Maturity Date (unless the Borrower has given the Administrative Agent notice of prepayment of the Loans pursuant to Section 2.05) and no later than the applicable Exchange Date, (i) select a bank or trust company reasonably acceptable to the Required Lenders to act as Exchange Note Trustee, (ii) enter into the Exchange Documents Note Indenture and the Exchange and Registration Rights AgreementAgreement substantially in the form of Exhibit G, and (iii) deliver an offering memorandum relating to the sale of the Exchange Notes which shall include information regarding the Borrower and its Subsidiaries of the type customarily including in private placements under Rule 144A of the Securities Act including financial statements, pro forma financial statements, business and other financial data of the type required in a registered offering by Regulation S-X and Regulation S-K under the Securities Act (other than Rule 3-10 and Rule 3-16 of Regulation S-X and subject to exceptions customary for private placements pursuant to Rule 144A promulgated under the Securities Act) or that would be necessary for the holders of Exchange Notes to receive customary (for high yield debt securities) “comfort” (including “negative assurance” comfort) from independent accountants in connection with the offering of the Exchange Notes, and in the case of the annual financial statements, the auditors’ reports thereon, (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 promulgated under the Securities Act, (v) deliver copies of resolutions of the Board of Directors of the Borrower and each Guarantor approving the execution and delivery of the Exchange Documents and the Exchange Registration Rights Agreement, together with a customary certificate of the Borrower or such Guarantor certifying such resolutions and (vi) cause counsel to the Borrower to deliver to the Administrative Agent an executed legal opinion in form and substance customary for a transaction of that type to be mutually agreed upon by the Borrower and the Administrative Agent (including, without limitation, with respect to due authorization, execution and delivery; validity; and enforceability of the Exchange Documents and the Exchange and Registration Rights Agreement, subject Agreement referred to the qualifications contained thereinin clause (ii) above). (b) The Borrower willIn the case of the Borrower, on or prior to the twentieth (20th) day (the “Exchange Date”) fifth Business Day following the written request (the “Exchange Request”"EXCHANGE REQUEST") of the holder of any Loan (or beneficial owner of a portion thereof) on or at any time after the Initial Maturity Date: (i) execute and deliver, cause each other Loan Party to execute and deliver, and cause the Exchange Note Trustee to execute and deliver, the Exchange Note Indenture if such Exchange Note Indenture has not previously been executed and delivered; (ii) if such Exchange Request is delivered prior to the Restructuring Date, at the request of the Collateral Agent, cause each Loan Party that is party to a Security Document to enter into such amendments to such Security Document as are reasonably necessary to enable the Exchange Note Holders and the Lenders to obtain the benefits thereof to the same extent as contemplated in such Security Document on the date hereof; and (iiiii) execute and deliver to such holder or beneficial owner in accordance with the Exchange Note Indenture an Exchange Note bearing interest as set forth therein (which shall (a) bear interest which, at the Total Capelection of such holder or beneficial owner, (b) mature on the Final Maturity Date, (c) may be non-callable prior to February 15, 2015 (other than for a customary T+50 make-whole redemption right and an equity clawback redemption right at par plus the coupon through February 1, 2014) and thereafter shall be redeemable fixed at a declining premium beginning with one-half rate not higher than the coupon, in each case, on terms consistent with those set forth in the Exchange Note Indenture), (d) be guaranteed by the Subsidiary Guarantors, (e) be secured by Liens on the Collateral having an equal priority rate then applicable to the Liens securing the Senior Secured Notes and otherwise on substantially the same terms as the Senior Secured Notes and (f) and shall have such other terms including without limitation covenants and events of default as are set forth in the Exchange Note IndentureLoan) in exchange for such Loan 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 (or portion thereof) being exchanged. The Exchange Request shall specify the principal amount of the Loans to be exchanged pursuant to this Section 6.14, provided that no which shall be at least $80,000,000 and integral multiples of $1,000,000 in excess thereof or the entire remaining aggregate principal amount of the Loans of such Lender. Loans delivered to the Borrower under this Section in exchange for Exchange Notes shall be issued until canceled by the Borrower shall have received requests to issue at least $50 million in aggregate principal Borrower, and the corresponding amount of Exchange Notes. Loans exchanged for Exchange Notes under this Section 6.14 shall be the Loan deemed repaid and the Exchange Notes shall be governed by and construed in accordance with the terms of the Exchange Note Indenture. The Exchange Note Trustee shall at all times be a corporation organized and doing business under the laws of the United States or the State of New York, in good standing and having its principal offices in the Borough of Manhattan, 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 $500.0 million500,000,000. (c) 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.

Exchange Notes. (a) The Borrower shall, as promptly as practicable after being requested to do so by one or more the Lenders at any time on or after the Initial Maturity Date (unless the Borrower has given the Administrative Agent notice of prepayment of the Loans pursuant to Section 2.05) and no later than the applicable Exchange Date, (i) select a bank or trust company reasonably acceptable to the Required Lenders to act as Exchange Note TrusteeTrustee (including, to the extent required, any Canadian trustee), (ii) enter into the Exchange Documents and Registration Rights Agreement and the Exchange Registration Rights AgreementNotes Indenture, (iii) deliver an offering memorandum relating to the sale of the Exchange Notes which shall include information regarding the Borrower and its Subsidiaries of the type customarily including in private placements under Rule 144A of the Securities Act including financial statements, pro forma financial statements, business and other financial data of the type required in a registered offering by Regulation S-X and Regulation S-K under the Securities Act (other than Rule 3-10 and Rule 3-16 of Regulation S-X and subject to exceptions customary for private placements pursuant to Rule 144A promulgated under the Securities Act) or that would be necessary for the holders of Exchange Notes to receive customary (for high yield debt securities) “comfort” (including “negative assurance” comfort) from independent accountants in connection with the offering of the Exchange Notes, and in the case of the annual financial statements, the auditors’ reports thereon, (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 promulgated under the Securities Act, (v) deliver copies of resolutions of the Board of Directors of the Borrower and each Guarantor approving the execution and delivery of the Exchange Documents and the Exchange Registration Rights Agreement, together with a customary certificate of the Borrower or such Guarantor certifying such resolutions and (vi) cause counsel to the Borrower to deliver to the Administrative Agent an executed legal opinion in form and substance customary for a transaction of that type to be mutually agreed upon by the Borrower and the Administrative Agent (including, without limitation, with respect to due authorization, execution and delivery; validity; , validity and enforceability of the Exchange Documents and the Exchange and Registration Rights Agreement) and (iv) deliver a customary secretary’s certificate certifying such matters as the Lenders shall reasonably request and including as exhibits thereto copies of resolutions of the Boards of Directors of Holdings, subject to the qualifications contained therein)Borrower and each Subsidiary Guarantor authorizing the transactions undertaken in connection with the issuance of the Exchange Notes. (b) The Borrower will, on or prior to the twentieth (20th) day (the “Exchange Date”) fifth Business Day following the written request (the “Exchange Request”) of the holder of any Loan (or beneficial owner of a portion thereof) on or after the Initial Maturity Date: ): (i) execute and deliver, cause each other Loan Party to execute and deliver, and cause the Exchange Note Trustee to execute and deliver, the Exchange Note Notes Indenture if such Exchange Note Notes Indenture has not previously been executed and delivered; and and (ii) execute and deliver to such holder or beneficial owner in accordance with the Exchange Note Notes Indenture an Exchange Note (which shall (a) bear bearing interest at the Total Cap, (b) mature on the Final Maturity Date, (c) be non-callable prior to February 15, 2015 (other than for a customary T+50 make-whole redemption right and an equity clawback redemption right at par plus the coupon through February 1, 2014) and thereafter shall be redeemable at a declining premium beginning with one-half the coupon, in each case, on terms consistent with those as set forth in the Exchange Note Indenture), (d) be guaranteed by the Subsidiary Guarantors, (e) be secured by Liens on the Collateral having an equal priority to the Liens securing the Senior Secured Notes and otherwise on substantially the same terms as the Senior Secured Notes and (f) and shall have such other terms including without limitation covenants and events of default as are set forth in the Exchange Note IndentureSection 7.13(d) in exchange for such Loan Loan, 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 aggregate amount as such Loan (or portion thereof, including any accrued interest not required to be paid in cash) being exchanged. The Exchange Request shall specify the principal amount of the Loans to be exchanged pursuant to this Section 6.147.13, provided that no which shall at least aggregate $1.0 million and integral multiples thereof or the entire remaining aggregate principal amount of the Loans of such Lender. Loans exchanged under this Section 7.13 for Exchange Notes shall be issued until canceled by the Borrower shall have received requests to issue at least $50 million in aggregate principal Borrower, and the corresponding amount of Exchange Notesthe Loan deemed repaid. Loans exchanged for Exchange Notes under this Section 6.14 shall be deemed repaid and the The Exchange Notes shall be governed by and construed in accordance with the terms of the Exchange Note Notes Indenture. The Exchange Note Trustee shall at all times be a corporation organized and doing business under the laws of the United States or the State of New York, in good standing and having its principal offices in the Borough of Manhattan, 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 $500.0 million500,000,000. (c) 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 the Exchange and Registration Rights Agreement. (d) The Exchange Notes Indenture shall provide that the unpaid principal amount of any Exchange Note shall bear interest at a rate per annum equal to Interest Rate Cap (calculated on the date of issuance of such Exchange Note). (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) The Borrower shall, as promptly as practicable after being requested to do so by one or more Lenders at any time on or after the Initial Maturity Date (unless the Borrower has given the Administrative Agent notice of prepayment of the Loans pursuant to Section 2.05) and no later than the applicable Exchange Date, (i) select a bank or trust company reasonably acceptable to the Required Lenders to act as Exchange Note Trustee, (ii) enter into the Exchange Documents and the Exchange Registration Rights Agreement, (iii) deliver an offering memorandum relating to the sale of the Exchange Notes which shall include information regarding the Borrower and its Subsidiaries of the type customarily including in private placements under Rule 144A of the Securities Act including financial statements, pro forma financial statements, business and other financial data of the type required in a registered offering by Regulation S-X and Regulation S-K under the Securities Act (other than Rule 3-10 and Rule 3-16 of Regulation S-X and subject to exceptions customary for private placements pursuant to Rule 144A promulgated under the Securities Act) or that would be necessary for the holders of Exchange Notes to receive customary (for high yield debt securities) “comfort” (including “negative assurance” comfort) from independent accountants in connection with the offering of the Exchange Notes, and in the case of the annual financial statements, the auditors’ reports thereon, (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 promulgated under the Securities Act, (v) deliver copies of resolutions of the Board of Directors of the Borrower and each Guarantor approving the execution and delivery of the Exchange Documents and the Exchange Registration Rights Agreement, together with a customary certificate of the Borrower or such Guarantor certifying such resolutions and (vi) cause counsel to the Borrower to deliver to the Administrative Agent an executed legal opinion in form and substance customary for a transaction of that type to be mutually agreed upon by the Borrower and the Administrative Agent (including, without limitation, with respect to due authorization, execution and delivery; validity; and enforceability of the Exchange Documents and the Exchange Registration Rights Agreement, subject to the qualifications contained therein). (b) The Borrower will, on or prior to the twentieth (20th) day (the “Exchange Date”) following the written request (the “Exchange Request”) of the holder of any Loan (or beneficial owner of a portion thereof) on or after the Initial Maturity Date: (i) execute and deliver, cause each other Loan Party to execute and deliver, and cause the Exchange Note Trustee 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 or beneficial owner in accordance with the Exchange Note Indenture an Exchange Note (which shall (a) bear interest at the Total Cap, (b) mature on the Final Maturity Date, (c) be non-callable prior to February 1515,August 1, 2015 (other than for a customary T+50 make-whole redemption right and an equity clawback redemption right at par plus the coupon through February 1, 2014) and thereafter shall be redeemable at a declining premium beginning with one-half the coupon, in each case, on terms consistent with those set forth in the Exchange Note Indenture), (d) be guaranteed by the Subsidiary Guarantors, (e) be secured by Liens on the Collateral having an equal priority to the Liens securing the Senior Secured Notes and otherwise on substantially the same terms as the Senior Secured Notes and (f) and shall have such other terms including without limitation covenants and events of default as are set forth in the Exchange Note Indenture) in exchange for such Loan 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 (or portion thereof) being exchanged. The Exchange Request shall specify the principal amount of the Loans to be exchanged pursuant to this Section 6.14, provided that no Exchange Notes shall be issued until the Borrower shall have received requests to issue at least $50 million in aggregate principal amount of Exchange Notes. Loans exchanged for Exchange Notes under this Section 6.14 shall be deemed repaid and the Exchange Notes shall be governed by and construed in accordance with the terms of the Exchange Note Indenture. The Exchange Note Trustee shall at all times be a corporation organized and doing business under the laws of the United States or the State of New York, in good standing and having its principal offices in the Borough of Manhattan, 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 $500.0 million.

Exchange Notes. (a) The Borrower shall, as promptly as practicable after being requested to do so by one or more the Initial Lenders at any time on or after the Initial Maturity Date (unless the Borrower has given the Administrative Agent notice of prepayment repayment of the Loans pursuant to Section 2.05) and no later than the applicable Exchange Date4.1), (i) select a bank or trust company reasonably acceptable to the Required Lenders to act as Exchange Note Trustee, (ii) enter into the Exchange Documents and the Exchange Registration Rights Agreement, (iii) deliver an offering memorandum relating to the sale of the Exchange Notes which shall include information regarding the Borrower and its Subsidiaries of the type customarily including in private placements under Rule 144A of the Securities Act including financial statements, pro forma financial statements, business and other financial data of the type required in a registered offering by Regulation S-X and Regulation S-K under the Securities Act (other than Rule 3-10 and Rule 3-16 of Regulation S-X and subject to exceptions customary for private placements pursuant to Rule 144A promulgated under the Securities Act) or that would be necessary for the holders of Exchange Notes to receive customary (for high yield debt securities) “comfort” (including “negative assurance” comfort) from independent accountants in connection with the offering of the Exchange Notes, and in the case of the annual financial statements, the auditors’ reports thereon, (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 promulgated under the Securities Act, (v) deliver copies of resolutions of the Board of Directors of the Borrower and each Guarantor approving the execution and delivery of the Exchange Documents and the Exchange Registration Rights Agreement, together with a customary certificate of the Borrower or such Guarantor certifying such resolutions and (vi) cause counsel to the Borrower to deliver to the Administrative Agent an executed legal opinion in form and substance customary for a transaction of that type to be mutually agreed upon by the Borrower and the Administrative Agent (including, without limitation, with respect to due authorization, execution and delivery; validity; and enforceability of the Exchange Documents and the Exchange and Registration Rights Agreement, subject Agreement referred to the qualifications contained thereinin clause (ii) above). (b) The Borrower will, on or prior to the twentieth fifth (20th5th) day (the “Exchange Date”) Business Day following the written request (the “"Exchange Request”") of the holder of any Loan (or beneficial owner of a portion thereof) on or after the Initial Maturity Date: (i) execute and deliver, cause each other Loan Credit Party to execute and deliver, and cause the Exchange Note Trustee 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 or beneficial owner in accordance with the Exchange Note Indenture an Exchange Note (which shall (a) bear bearing interest at the Total Cap, (b) mature on the Final Maturity Date, (c) be non-callable prior to February 15, 2015 (other than for a customary T+50 make-whole redemption right and an equity clawback redemption right at par plus the coupon through February 1, 2014) and thereafter shall be redeemable at a declining premium beginning with one-half the coupon, in each case, on terms consistent with those as set forth in the Exchange Note Indenture), (d) be guaranteed by the Subsidiary Guarantors, (e) be secured by Liens on the Collateral having an equal priority to the Liens securing the Senior Secured Notes and otherwise on substantially the same terms as the Senior Secured Notes and (f) and shall have such other terms including without limitation covenants and events of default as are set forth in the Exchange Note Indenture) therein in exchange for such Loan 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 (or portion thereof) being exchanged. The Exchange Request shall specify the principal amount of the Loans to be exchanged pursuant to this Section 6.147.3, provided that no Exchange Notes which in the case of the initial request hereunder shall be issued until the Borrower shall have received requests to issue in an aggregate of at least $50 30.0 million of Loans for all requesting holders; provided, that each holder who holds a Loan, or portion thereof, which is included in aggregate principal amount the Exchange Request must request an exchange of Exchange Notesall the Loans held by such holder. Loans exchanged for Exchange Notes under this Section 6.14 7.3 shall be deemed repaid and the Exchange Notes shall be governed by and construed in accordance with the terms of the Exchange Note Indenture. The Exchange Note Trustee shall at all times be a corporation organized and doing business under the laws of the United States or the State of New York, in good standing and having its principal offices in the Borough of Manhattan, 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 $500.0 million.

Exchange Notes. (a) The Notwithstanding anything to the contrary herein, including Section 2.17(c) (which provisions shall not be applicable to this Section 5.18), on the Bridge Extension Date and on the fifteenth calendar day of each month thereafter (or, in the each case, the immediately succeeding Business Date if such date is not a Business Day), upon receipt of an Initial Exchange Notes request and following any irrevocable written request thereafter received by the Borrower from any Lender holding Extended Term Loans (a “Subsequent Exchange Request” and, together with the Initial Exchange Notes Request, each an “Exchange Request”), the Borrower shall: (i) in each case, as promptly as practicable after being requested to do so by one or more Lenders at any time on or after if the Initial Maturity Date (unless the Borrower Exchange Notes Indenture has given the Administrative Agent notice of prepayment of the Loans pursuant to Section 2.05) not previously been executed and no later than the applicable Exchange Datedelivered, (ia) select a bank or trust company reasonably acceptable to the Required Lenders Majority Bridge Arrangers to act as Exchange Note Notes Trustee, (iib) enter into the Exchange Documents execute and the Exchange Registration Rights Agreementdeliver, (iii) cause each other Loan Party to execute and deliver an offering memorandum relating to the sale of and cause the Exchange Notes which shall include information regarding Trustee to execute and deliver, the Borrower and its Subsidiaries of the type customarily including in private placements under Rule 144A of the Securities Act including financial statements, pro forma financial statements, business and other financial data of the type required in a registered offering by Regulation S-X and Regulation S-K under the Securities Act (other than Rule 3-10 and Rule 3-16 of Regulation S-X and subject to exceptions customary for private placements pursuant to Rule 144A promulgated under the Securities Act) or that would be necessary for the holders of Exchange Notes to receive customary Indenture and (for high yield debt securitiesc) “comfort” (including “negative assurance” comfort) from independent accountants in connection with the offering of the Exchange Notes, and in the case of the annual financial statements, the auditors’ reports thereon, (iv) in connection with a resale of Exchange Notes, use commercially reasonable reasonably efforts to cause the accountants for the Borrower (and, if applicable, the Target) to deliver “comfort letters” customarily delivered in offerings under Rule 144A promulgated under the Securities Act, (v) deliver copies of resolutions of the Board of Directors of the Borrower and each Guarantor approving the execution and delivery of the Exchange Documents and the Exchange Registration Rights Agreement, together with a customary certificate of the Borrower or such Guarantor certifying such resolutions and (vi) cause counsel to the Borrower to deliver to the Administrative Agent Exchange Notes Trustee an executed legal opinion in form and substance customary for a transaction of that type to be mutually agreed upon by counsel to the Borrower and the Administrative Agent Exchange Notes Trustee (including, without limitation, with respect to due authorization, execution and delivery; , validity; , and enforceability of the Exchange Documents and the Exchange Registration Rights Agreement, subject to the qualifications contained thereinNotes Indenture). (b) The Borrower will, on or prior to the twentieth (20th) day (the “Exchange Date”) following the written request (the “Exchange Request”) of the holder of any Loan (or beneficial owner of a portion thereof) on or after the Initial Maturity Date: (i) execute and deliver, cause each other Loan Party to execute and deliver, and cause the Exchange Note Trustee 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 or beneficial owner Lender, in accordance with the Exchange Note Indenture Notes Indenture, an Exchange Note (which shall (a) bear bearing interest at a fixed rate per annum equal to the Total Cap, (b) mature on the Final Maturity Date, (c) be non-callable prior to February 15, 2015 (other than for a customary T+50 make-whole redemption right and an equity clawback redemption right at par plus the coupon through February 1, 2014) and thereafter shall be redeemable at a declining premium beginning with one-half the coupon, in each case, on terms consistent with those set forth in the Exchange Note Indenture), (d) be guaranteed by the Subsidiary Guarantors, (e) be secured by Liens on the Collateral having an equal priority to the Liens securing the Senior Secured Notes and otherwise on substantially the same terms as the Senior Secured Notes and (f) and shall have such other terms including without limitation covenants and events of default as are set forth in the Exchange Note Indenture) Cap in exchange for such Loan Extended Term Loans dated as of the date of the issuance of such Exchange Note, payable to the order of such holder or owner, as the case may be, Lender in the same principal amount as such Loan Extended Term Loans (or portion thereof) being exchanged. The ; (iii) if reasonably requested by the applicable Joint Lead Arrangers, the Borrower shall use commercially reasonable efforts (but not more than two times) to deliver to the Joint Lead Arrangers all Offering Information and an Offering Document and use commercially reasonable efforts to update such Offering Document from time to time to reflect material changes or developments with respect to the Borrower and its Subsidiaries; (iv) the Borrower shall (x) have caused its counsel to deliver to the applicable Joint Lead Arrangers executed legal opinions in form and substance customary for a transaction of that type to be mutually agreed upon by the Borrower and such Joint Lead Arrangers (including, without limitation, to the extent customary for the Borrower’s counsel to opine on such matters, with respect to due authorization, execution and delivery, validity and enforceability of the Exchange Notes and the Exchange Notes Indenture (including the guarantees contained therein)) and (y) if the applicable Joint Lead Arrangers request the Borrower to prepare an Offering Document under clause (iii) above, use commercially reasonable efforts to cause (A) its counsel to deliver to the such Joint Lead Arrangers a customary 10b-5 letter with respect to such offering memorandum and (B) its independent registered public accountants to render customary “comfort letters” (including customary “negative assurances”) with respect to the financial information in such offering memorandum; and (v) if requested by the applicable Joint Lead Arrangers, the Borrower shall have used commercially reasonable efforts to obtain public ratings for the Exchange Notes from Xxxxx’x and S&P; Each Exchange Request shall specify the principal amount of the Extended Term Loans to be exchanged pursuant to this Section 6.14, provided that no 5.18. Extended Term Loans delivered to the Borrower under this Section 5.18 in exchange for Exchange Notes shall be issued until canceled by the Borrower shall have received requests to issue at least $50 million in aggregate principal Borrower, and the corresponding amount of Exchange Notes. the Extended Term Loans exchanged for Exchange Notes under this Section 6.14 shall be deemed repaid and the Exchange Notes shall be governed by by, and construed in accordance with with, the terms of the Exchange Note Notes Indenture. The Exchange Note Trustee shall at all times be a corporation organized and doing business under the laws of the United States or the State of New York, in good standing and having its principal offices in the Borough of Manhattan, 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 $500.0 million.

Exchange Notes. (a) The Borrower shallIn the case of the Borrower, as promptly as practicable after being requested to do so by one or more Lenders the Joint Lead Arrangers at any time on or after the Initial Maturity Date (unless the Borrower has given the Administrative Agent notice of prepayment of the Loans pursuant to Section 2.05) and no later than the applicable Exchange Date, (i) select a bank or trust company reasonably acceptable to the Required Lenders to act as Exchange Note Trustee, (ii) enter into the Exchange Documents Note Indenture and the Exchange and Registration Rights AgreementAgreement substantially in the form of Exhibit G, and (iii) deliver an offering memorandum relating to the sale of the Exchange Notes which shall include information regarding the Borrower and its Subsidiaries of the type customarily including in private placements under Rule 144A of the Securities Act including financial statements, pro forma financial statements, business and other financial data of the type required in a registered offering by Regulation S-X and Regulation S-K under the Securities Act (other than Rule 3-10 and Rule 3-16 of Regulation S-X and subject to exceptions customary for private placements pursuant to Rule 144A promulgated under the Securities Act) or that would be necessary for the holders of Exchange Notes to receive customary (for high yield debt securities) “comfort” (including “negative assurance” comfort) from independent accountants in connection with the offering of the Exchange Notes, and in the case of the annual financial statements, the auditors’ reports thereon, (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 promulgated under the Securities Act, (v) deliver copies of resolutions of the Board of Directors of the Borrower and each Guarantor approving the execution and delivery of the Exchange Documents and the Exchange Registration Rights Agreement, together with a customary certificate of the Borrower or such Guarantor certifying such resolutions and (vi) cause counsel to the Borrower to deliver to the Administrative Agent an executed legal opinion in form and substance customary for a transaction of that type to be mutually agreed upon by the Borrower and the Administrative Agent (including, without limitation, with respect to due authorization, execution and delivery; validity; and enforceability of the Exchange Documents and the Exchange and Registration Rights Agreement, subject Agreement referred to the qualifications contained thereinin clause (ii) above). (b) The Borrower willIn the case of the Borrower, on or prior to the twentieth (20th) day (the “Exchange Date”) fifth Business Day following the written request (the “Exchange Request”"EXCHANGE REQUEST") of the holder of any Loan (or beneficial owner of a portion thereof) on or at any time after the Initial Maturity Date: (i) execute and deliver, cause each other Loan Party to execute and deliver, and cause the Exchange Note Trustee to execute and deliver, the Exchange Note Indenture if such Exchange Note Indenture has not previously been executed and delivered; (ii) if such Exchange Request is delivered prior to the Restructuring Date, at the request of the Collateral Agent, cause each Loan Party that is party to a Security Document to enter into such amendments to such Security Document as are reasonably necessary to enable the Exchange Note Holders and the Lenders to obtain the benefits thereof to the same extent as contemplated in such Security Document on the date hereof; and (iiiii) execute and deliver to such holder or beneficial owner in accordance with the Exchange Note Indenture an Exchange Note bearing interest as set forth therein (which shall (a) bear interest which, at the Total Capelection of such holder or beneficial owner, (b) mature on the Final Maturity Date, (c) may be non-callable prior to February 15, 2015 (other than for a customary T+50 make-whole redemption right and an equity clawback redemption right at par plus the coupon through February 1, 2014) and thereafter shall be redeemable fixed at a declining premium beginning with one-half rate not higher than the coupon, in each case, on terms consistent with those set forth in the Exchange Note Indenture), (d) be guaranteed by the Subsidiary Guarantors, (e) be secured by Liens on the Collateral having an equal priority rate then applicable to the Liens securing the Senior Secured Notes and otherwise on substantially the same terms as the Senior Secured Notes and (f) and shall have such other terms including without limitation covenants and events of default as are set forth in the Exchange Note IndentureLoan) in exchange for such Loan 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 (or portion thereof) being exchanged. The Exchange Request shall specify the principal amount of the Loans to be exchanged pursuant to this Section 6.14which shall be at least $80,000,000 (or the Euro Equivalent thereof) and integral multiples of $1,000,000 (or, provided that no in the case of any Loan denominated in Euros, (euro)1,000,000) in excess thereof or the entire remaining aggregate principal amount of the Loans of such Lender. Loans delivered to the Borrower under this Section in exchange for Exchange Notes shall be issued until canceled by the Borrower shall have received requests to issue at least $50 million in aggregate principal Borrower, and the corresponding amount of Exchange Notes. Loans exchanged for Exchange Notes under this Section 6.14 shall be the Loan deemed repaid and the Exchange Notes shall be governed by and construed in accordance with the terms of the Exchange Note Indenture. The Exchange Note Trustee shall at all times be a corporation organized and doing business under the laws of the United States or the State of New York, in good standing and having its principal offices in the Borough of Manhattan, 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 $500.0 million500,000,000; provided that the Exchange Note Trustee shall, prior to the Delisting, be located outside the United States. (c) 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.

Exchange Notes. Pay, prepay, redeem, purchase, defease or -------------- otherwise satisfy (anor permit any of its Subsidiaries to pay, prepay, redeem, purchase, defease or otherwise satisfy) The Borrower shall, as promptly as practicable after being requested in any manner prior to do so the scheduled payment thereof any indebtedness evidenced by one or more Lenders at any time on or after the Initial Maturity Date (unless the Borrower has given the Administrative Agent notice of prepayment Exchange Notes except upon conversion of the Loans pursuant to Exchange Notes in accordance with their terms and except as otherwise permitted under this Section 2.05) and no later than 6.02(w); amend, modify or otherwise change the applicable terms of any document, instrument or agreement evidencing the Exchange DateNotes such that such amendment, modification or change would (i) select cause the outstanding aggregate principal amount of all such Exchange Notes so amended, modified or changed to be increased as a bank consequence of such amendment, modification or trust company reasonably acceptable to the Required Lenders to act as Exchange Note Trusteechange, (ii) enter into cause the subordination provisions applicable to such Exchange Documents Notes to be less favorable to the Agent and the Exchange Registration Rights AgreementBanks than those set forth in the Original Indenture, (iii) deliver an offering memorandum relating to increase the sale interest rate applicable thereto or (iv) accelerate the scheduled payment thereof; provided that, notwithstanding the prior provisions of this Section 6.02(w), the Borrower may at any time convert all or any portion of the Exchange Notes which shall include information regarding the Borrower and its Subsidiaries of the type customarily including in private placements under Rule 144A of the Securities Act including financial statements, pro forma financial statements, business and other financial data of the type required in a registered offering by Regulation S-X and Regulation S-K under the Securities Act (other than Rule 3-10 and Rule 3-16 of Regulation S-X and subject to exceptions customary for private placements pursuant to Rule 144A promulgated under the Securities Act) or that would be necessary for the holders of Exchange Notes to receive customary (for high yield debt securities) “comfort” (including “negative assurance” comfort) from independent accountants in connection with the offering of the Exchange Notes, and in the case of the annual financial statements, the auditors’ reports thereon, (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 promulgated under the Securities Act, (v) deliver copies of resolutions of the Board of Directors into common stock of the Borrower and each Guarantor approving may pay interest on the execution and delivery Exchange Notes in the common stock of the Exchange Documents and the Exchange Registration Rights Agreement, together with a customary certificate Borrower. The Debt of the Borrower or such Guarantor certifying such resolutions and (vi) cause counsel under this Agreement shall at all times constitute "Designated Senior Indebtedness" under the indenture for the Exchange Notes. Only Senior Debt shall constitute "Designated Senior Indebtedness" under the indenture for the Exchange Notes. Notwithstanding any provision of this Section 6.02 to the Borrower to deliver contrary, --------------- but subject in all cases to the Administrative Agent an executed legal opinion subordination provisions described in form and substance customary for a transaction of that type to be mutually agreed upon the S-4 Registration Statement filed by the Borrower with the Securities and the Administrative Agent (includingExchange Commission on January 27, without limitation2000, with respect to due authorization, execution and delivery; validity; and enforceability none of the Exchange Documents and the Exchange Registration Rights Agreement, subject to the qualifications contained therein). (b) The Borrower will, on or prior to the twentieth (20th) day (the “Exchange Date”) following the written request (the “Exchange Request”) of the holder of any Loan (or beneficial owner of a portion thereof) on or after the Initial Maturity Dateshall be prohibited by this Section 6.02: (i) execute and deliver, cause each other Loan Party to execute and deliver, and cause the delivery of securities upon conversion of the Exchange Note Trustee to execute and deliver, Notes in accordance with the Exchange Note Indenture if terms thereof (including the payment by the Borrower of cash in lieu of fractional shares in connection with such Exchange Note Indenture has not previously been executed and delivereda conversion); and (ii) execute and deliver to such holder or beneficial owner in accordance with the Exchange Note Indenture an Exchange Note (which shall (a) bear any mandatory payments of interest at the Total Cap, (b) mature on the Final Maturity Date, (c) be non-callable prior to February 15, 2015 (other than for a customary T+50 make-whole redemption right and an equity clawback redemption right at par plus the coupon through February 1, 2014) and thereafter shall be redeemable at a declining premium beginning with one-half the coupon, in each case, on terms consistent with those set forth in the Exchange Note Indenture), (d) be guaranteed by the Subsidiary Guarantors, (e) be secured by Liens on the Collateral having an equal priority to the Liens securing the Senior Secured Notes and otherwise on substantially the same terms as the Senior Secured Notes and (f) and shall have such other terms including without limitation covenants and events of default as are set forth in the Exchange Note Indenture) in exchange for such Loan 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 (or portion thereof) being exchanged. The Exchange Request shall specify the principal amount of the Loans to be exchanged pursuant to this Section 6.14, provided that no Exchange Notes shall be issued until the Borrower shall have received requests to issue at least $50 million in aggregate principal amount of Exchange Notes. Loans exchanged for Exchange Notes under Nothing in this Section 6.14 shall be deemed repaid and construed to permit any action that would not be permitted under the Exchange Notes shall be governed by and construed in accordance with subordination provisions of any indenture or other document governing the terms of the Exchange Note Indenture. The Exchange Note Trustee Notes. I. There shall at all times be a corporation organized added to the Credit Agreement new Exhibits W, X and doing business under the laws of the United States or the State of New York, in good standing and having its principal offices Y in the Borough form of ManhattanExhibits W, in The City of New York, which is authorized under such laws to exercise corporate trust powers X and is subject to supervision or examination by federal or state authority and which has a combined capital and surplus of not less than $500.0 millionY attached hereto.

Exchange Notes. (a) The Borrower shall, as promptly as practicable after being requested to do so by one or more Lenders at any time on or after the Initial Maturity Date (unless the Borrower has given the Administrative Agent notice of prepayment of the Loans pursuant to Section 2.05) and no later than the applicable Exchange DateLenders, (i) select a bank or trust company reasonably acceptable to the Required Lenders Administrative Agent to act as Exchange Note Notes Trustee, (ii) enter into the Exchange Documents and the Exchange Registration Rights AgreementNotes Indenture, (iii) deliver an offering memorandum relating to the sale of the Exchange Notes which shall include information regarding the Borrower and its Subsidiaries of the type customarily including in private placements under Rule 144A of the Securities Act including financial statements, pro forma financial statements, business and other financial data of the type required in a registered offering by Regulation S-X and Regulation S-K under the Securities Act (other than Rule 3-10 and Rule 3-16 of Regulation S-X and subject to exceptions customary for private placements pursuant to Rule 144A promulgated under the Securities Act) or that would be necessary for the holders of Exchange Notes to receive customary (for high yield debt securities) “comfort” (including “negative assurance” comfort) from independent accountants in connection with the offering of the Exchange Notes, and in the case of the annual financial statements, the auditors’ reports thereon, (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 promulgated under the Securities Act, (v) deliver copies of resolutions of the Board of Directors of the Borrower and each Guarantor approving the execution and delivery of the Exchange Documents and the Exchange Registration Rights Agreement, together with a customary certificate of the Borrower or such Guarantor certifying such resolutions and (vi) cause counsel to the Borrower to deliver to the Administrative Agent an executed legal opinion in form and substance customary for a transaction of that type to be mutually agreed upon by the Borrower and the Administrative Agent (including, without limitation, with respect to due authorization, execution and delivery; , validity; , and enforceability of the Exchange Documents Notes Indenture referred to in clause (ii) above), (iv) deliver to each Lender that is receiving Exchange Notes, and to such other Lenders as such Lender requests, an offering memorandum of the type customarily utilized in a Rule 144A offering of high yield securities covering the resale of such Exchange Registration Rights AgreementNotes by such Lenders, subject in such form and substance as reasonably acceptable to the qualifications contained therein)Borrower and such Lender, and keep such offering memorandum updated in a manner as would be required pursuant to a customary Rule 144A securities purchase agreement, (v) execute an exchange agreement containing provisions customary in Rule 144A securities purchase agreements (including indemnification provisions) and a registration rights agreement customary in Rule 144A offerings, in each case, if requested by such Lender, (vi) deliver or cause to be delivered such accountants’ comfort letters addressed to the Lender and such certificates as such Lender may request as would be customary in Rule 144A offerings and otherwise in form and substance satisfactory to the Lender and (vii) take such other actions, and cause its advisors, auditors and counsel to take such actions, as reasonably requested by such Lender in connection with issuances or resales of Exchange Notes, including providing such information regarding the business and operations of the Borrower and its Subsidiaries as is reasonably requested by any prospective holder of Exchange Notes and customarily provided in due diligence investigations in connection with purchases or resales of securities. (b) The Borrower will, On any Business Day on or prior to after [REDACTED – Time Period], at the twentieth (20th) day (option of the “applicable Lender through a written request, the Loans may be exchanged in whole or in part for one or more Exchange Date”) following the written request Notes (the “Exchange Request”) and, within [REDACTED – Time Period] following receipt of such Exchange Request, the holder of any Loan (or beneficial owner of a portion thereof) on or after the Initial Maturity Date: Borrower shall (i) execute and deliver, cause each other Loan Credit Party to execute and deliver, and cause the Exchange Note Notes Trustee to execute and deliver, the Exchange Note Notes Indenture if such Exchange Note Notes Indenture has not previously been executed and delivered; and delivered and (ii) execute and deliver, and cause the Exchange Notes Trustee to authenticate and deliver to such holder or beneficial owner in accordance with the Exchange Note Indenture Notes Indenture, an Exchange Note (which shall (a) bear Note, bearing interest at the Total Cap, (b) mature on the Final Maturity Date, (c) be non-callable prior to February 15, 2015 (other than for a customary T+50 make-whole redemption right and an equity clawback redemption right at par plus the coupon through February 1, 2014) and thereafter shall be redeemable at a declining premium beginning with one-half the coupon, in each case, on terms consistent with those as set forth in the Exchange Note Indenture), (d) be guaranteed by the Subsidiary Guarantors, (e) be secured by Liens on the Collateral having an equal priority to the Liens securing the Senior Secured Notes and otherwise on substantially the same terms as the Senior Secured Notes and (f) and shall have such other terms including without limitation covenants and events of default as are set forth in the Exchange Note Indenture) therein in exchange for such Loan and 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 (or portion thereof) being exchanged. . (c) The Exchange Request shall specify the principal amount of the Loans to be exchanged pursuant to this Section 6.145.16. Notwithstanding any of the foregoing, provided that no the Borrower may defer the issuance of Exchange Notes shall be issued until such time as the Borrower shall have has received requests to issue at least $50 million in unsatisfied Exchange Requests requesting the issuance of an aggregate principal amount of Exchange NotesNotes equal to at least [REDACTED – Dollar Amount]. Loans exchanged delivered to the Borrower under this Section 5.16 in exchange for Exchange Notes under this Section 6.14 shall be deemed repaid canceled by the Borrower and the corresponding amount of the Loans deemed repaid. The Exchange Notes shall be governed by and construed in accordance with the terms of the Exchange Note Notes Indenture. The Exchange Note Trustee shall at all times be a corporation organized and doing business under the laws of the United States or the State of New York, in good standing and having its principal offices in the Borough of Manhattan, 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 $500.0 million.