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 the Lenders at any time on or after the Initial Maturity Date, (i) select a bank or trust company reasonably acceptable to the Lenders to act as Exchange Notes Trustee, (ii) enter into the Exchange Notes Indenture and the Registration Rights Agreement and (iii) 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 Registration Rights Agreement referred to in clause (ii) above). (b) The Borrower will, on the fifth Business Day following the written request (the “Exchange Request”) of any Lender (or beneficial owner of a portion thereof): (i) execute and deliver, cause each other Credit Party to execute and deliver, and cause the Exchange Notes Trustee to execute and deliver, the Exchange Notes Indenture if such Exchange Notes Indenture has not previously been executed and delivered; and (ii) execute and deliver to such Lender or beneficial owner in accordance with the Exchange Notes Indenture any Exchange Notes bearing interest as set forth therein in exchange for such Loan dated the date of the issuance of such Exchange Notes, payable to the order of such Lender 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 8.16 which shall (a) be at least (i) $50,000,000 and integral multiples of $1,000,000 in excess thereof, with respect to an exchange for Dollar Loans or (ii) €50,000,000 and integral multiples of €1,000,000 in excess thereof, with respect to an exchange for Euro Loans, or in either case the entire remaining aggregate principal amount of the Loans of such Lender. Loans delivered to the Borrower under this Section 8.16 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 Notes Indenture. The Exchange Notes 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 $500,000,000. (c) If Exchange Notes are issued pursuant to the terms hereof, (i) such Exchange Notes shall bear interest as set forth in Exhibit J and (ii) the holders of such Exchange Notes shall have the registration rights with respect to such Exchange Notes described in Exhibit K.

Exchange Notes. (a) The Borrower shallSubject to satisfaction of the provisions of this Article XI, as promptly as practicable after being requested from time to do so by the Lenders at any time on or and after the Initial Maturity Conversion Date, (i) select a bank or trust company reasonably acceptable each Lender will have the option to the Lenders to act as Exchange Notes Trustee, (ii) enter into the Exchange Notes Indenture and the Registration Rights Agreement and (iii) cause counsel to the Borrower to deliver to notify the Administrative Agent in writing of its request for exchange notes (an executed legal opinion “Exchange Request”) given in form accordance with Section 11.03 below, to exchange all or any portion of its share in the Term Loan then outstanding for one or more notes (each, an “Exchange Note”, and substance customary for a transaction of that type to be mutually agreed upon by collectively, the Borrower “Exchange Notes”, and the Administrative Agent (including, without limitation, with respect to due authorization, execution and delivery; validity; and enforceability of the Exchange Documents and the Registration Rights Agreement each such exchange being referred to in clause (ii) aboveherein as an “Exchange”). (b) The Exchange Notes shall: (i) be issued by the Parent, the Borrower will, on or a subsidiary of the fifth Business Day following Parent reasonably satisfactory to the written request Arrangers (the “Exchange RequestNotes Issuer”) (ii) rank pari passu with the Term Loans to the extent that the Term Loans remains outstanding; (iii) be issued pursuant to and shall be governed by and construed solely in accordance with the Exchange Notes Indenture; (iv) to the extent legally possible, be guaranteed by the Parent (unless the Parent is the Exchange Notes Issuer) and the same entities that guarantee the Term Loans on the same basis and will be unsecured; and (v) require that the Exchange Notes Issuer 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 Lender right to trial by jury. (or beneficial owner c) The principal amount of a portion thereof):the Exchange Notes in any Exchange will equal 100% of the aggregate principal amount of the Loan for which they are exchanged and shall be issued at an issue price equal to such principal amount of the Loan for which they are exchanged. (d) Each Exchange Note in an Exchange shall: (i) execute and deliver, cause each other Credit Party to execute and deliver, and cause the Exchange Notes Trustee to execute and deliver, the Exchange Notes Indenture if such Exchange Notes Indenture has not previously been executed and deliveredbe denominated in United States dollars; and (ii) execute bear interest from and deliver including the Exchange Date to and including the final maturity date at a fixed rate per annum (calculated on the basis of actual number of days elapsed over a year of 365 days) that is equal to the Adjusted Rate (excluding default interest (described in the next sentence), if any) (it being understood that each Exchange shall be made with the concurrent payment, in cash, of all accrued and unpaid interest, and all fees and other expenses, then owing (whether or not same would otherwise be then payable under this Agreement) with respect to the Loans being Exchanged at such Lender or beneficial owner time). In addition, interest on overdue principal and interest, including “Additional Amounts” as defined in accordance with the Exchange Notes Indenture any Exchange Notes bearing Indenture, if any, will accrue at a rate that is 2.0% higher than the interest as set forth therein in exchange for such Loan dated rate on the date of the issuance of such Exchange Notes, payable to the order of such Lender or owner, as the case may be, specified 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 8.16 which shall (a) be at least (i) $50,000,000 and integral multiples of $1,000,000 in excess thereof, with respect to an exchange for Dollar Loans or (ii) €50,000,000 and integral multiples of €1,000,000 in excess thereof, with respect to an exchange for Euro Loans, or in either case the entire remaining aggregate principal amount of the Loans of such Lender. Loans delivered to the Borrower under this Section 8.16 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 Notes Indenture. The Exchange Notes Trustee shall at all times Such interest will 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 $500,000,000payable semi-annually. (ce) If Notwithstanding anything in this Agreement to the contrary, holders of Exchange Notes are issued pursuant will have the absolute and unconditional right to the terms hereof, (i) transfer such Exchange Notes in compliance with applicable law to any third parties subject to customary representations. (f) If required by law or requested by the Administrative Agent or any Arranger, the Borrower shall bear interest as set forth in Exhibit J promptly procure that each relevant Loan Party enters into all documentation necessary to ensure that each of the guarantees under the Loan Documents guarantees the liabilities and (ii) obligations of the holders of such Loan Parties under the Exchange Notes shall have the registration rights with respect including, without limitation, any necessary security confirmations, amendments to such Exchange Notes described in Exhibit K.security or re-taking of security, all necessary filings and delivery of updated share registers (as applicable).

Exchange Notes. (ai) The Borrower shall, as promptly as practicable after being requested Each Lender may from time to do so by the Lenders at time on any time Business Day on or after the Initial Maturity DateDate elect pursuant to an Exchange Request given in accordance with Clause 6.4(c) (Manner of Exchange of Bridge Term Loan) below, to exchange all or any portion of its Bridge Term Loan (iif any) select a bank then outstanding for one or trust company reasonably acceptable to the Lenders to act as more Exchange Notes Trustee, (ii) enter into each such exchange being referred to herein as an "Exchange"); provided that the minimum principal amount of any Exchange shall be 20.0 per cent. of the principal amount of the Bridge Term Loan outstanding; provided that if the Borrower receives a request to issue an aggregate principal amount of Exchange Notes Indenture and of less than 20.0 per cent. of the Registration Rights Agreement and (iii) cause counsel to principal amount of the Bridge Term Loan outstanding, the Borrower to deliver to may defer the Administrative Agent an executed legal opinion in form and substance customary for a transaction issuance 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 Registration Rights Agreement referred to in clause (ii) above). (b) The Borrower will, on the fifth Business Day following the written request (the “Exchange Request”) of any Lender (or beneficial owner of a portion thereof): (i) execute and deliver, cause each other Credit Party to execute and deliver, and cause the Exchange Notes Trustee to execute and deliver, the Exchange Notes Indenture if such Exchange Notes Indenture has not previously been executed until such time as it shall have received requests to issue an aggregate principal amount of Exchange Notes of at least 20.0 per cent. of the principal amount of the Bridge Term Loan outstanding and delivered; andeach subsequent Exchange shall be for a principal amount of at least 20.0 per cent. of the principal amount of the Bridge Term Loan outstanding. (ii) execute The Exchange Notes shall: (A) rank pari passu with the Bridge Term Loan to the extent that any Bridge Term Loan remains outstanding; (B) be issued pursuant to and deliver to such Lender or beneficial owner shall be governed by and construed solely in accordance with the Exchange Notes Indenture any Exchange Notes bearing interest as set forth therein in exchange for such Indenture; (C) be guaranteed by the same entities that guarantee the Bridge Term Loan dated and will be secured by the date same assets securing the Bridge Term Loan; (D) require that the Borrower submit to the non-exclusive jurisdiction and venue of the issuance U.S. Federal and state courts of such the State of New York and will waive any right to trial by jury; and (E) be jointly issued by a wholly-owned finance subsidiary of the Borrower that qualifies as a "C" corporation (the "Co-Issuer"), if the Borrower changes its legal form into a limited liability company (through a merger or otherwise) and any of the Arrangers considers the Co-Issuer as reasonably necessary for the marketing of the Exchange Notes, payable to the order of such Lender or owner, as the case may be, in the same principal amount as such Loan . (or portion thereofiii) being exchanged. The Exchange Request shall specify the principal amount of the Loans to be exchanged pursuant to this Section 8.16 which shall (a) be at least (i) $50,000,000 and integral multiples Exchange Notes in any Exchange will equal 100 per cent. of $1,000,000 in excess thereof, with respect to an exchange for Dollar Loans or (ii) €50,000,000 and integral multiples of €1,000,000 in excess thereof, with respect to an exchange for Euro Loans, or in either case the entire remaining aggregate principal amount of the Loans participation in the Bridge Term Loan for which they are exchanged and shall be issued at par. (iv) Each Exchange Note in an Exchange shall: (A) be denominated in Euro; (B) bear interest from and including the Exchange Date to and including the Final Maturity Date at a fixed rate per annum (calculated on the basis of such Lender. Loans delivered actual number of days elapsed over a year of 360 days) that is equal to the Borrower then applicable Margin which would have been payable under this Section 8.16 the Bridge Term Loan which was exchanged for such Exchange Note (which for the avoidance of doubt will be equal to the Interest Rate Cap) (excluding default interest); such interest will be payable either (a) in exchange respect of Exchange Notes bearing a fixed rate of interest, semi-annually or (b) in respect of Exchange Notes bearing a floating rate of interest, quarterly; (C) for so long as they are held by the Original Lenders or their Affiliates (other than any Asset Management Affiliates), be redeemable at the option of the Borrower, in whole or in part, at any time at par plus accrued and unpaid interest to the redemption date; provided, however, that (other than Exchange Notes that are held by the Original Lenders or their Affiliates (other than any Asset Management Affiliates)) (i) in respect of Exchange Notes bearing a fixed rate of interest, such Exchange Notes shall be canceled by callable (x) until and prior to the Borrowerdate that is three years after the Closing Date at par plus accrued interest plus the Applicable Premium and (y) thereafter at par plus a premium as specified below, and the corresponding amount which premium shall decline on each yearly anniversary of the Loan deemed repaid and the Exchange Notes shall be governed by and construed in accordance with the terms of the Exchange Notes Indenture. The Exchange Notes 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 $500,000,000. (c) If Exchange Notes are issued pursuant to the terms hereof, (i) such Exchange Notes shall bear interest Closing Date as set forth in Exhibit J and (ii) the holders of such Exchange Notes shall have the registration rights with respect to such Exchange Notes described in Exhibit K.follows:

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 the Lenders at Exchange Notes except upon conversion of the Exchange Notes in accordance with their terms and except as otherwise permitted under this Section 6.02(w); amend, modify or otherwise change the terms of any time on document, instrument or after agreement evidencing the Initial Maturity DateExchange Notes such that such amendment, modification or change would (i) select a bank or trust company reasonably acceptable to cause the Lenders to act as outstanding aggregate principal amount of all such Exchange Notes Trusteeso amended, modified or changed to be increased as a consequence of such amendment, modification or change, (ii) enter into cause the subordination provisions applicable to such Exchange Notes to be less favorable to the Agent and the Banks than those set forth in the Original Indenture, (iii) increase the 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 Indenture into common stock of the Borrower and may pay interest on the Registration Rights Exchange Notes in the common stock of the Borrower. The Debt of the Borrower under this Agreement and (iii) cause counsel 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 Registration Rights Agreement referred to in clause (ii) above). (b) The Borrower will, on the fifth Business Day following the written request (the “Exchange Request”) of any Lender (or beneficial owner of a portion thereof):shall be prohibited by this Section 6.02: (i) execute and deliver, cause each other Credit Party to execute and deliver, and cause the delivery of securities upon conversion of the Exchange Notes Trustee to execute and deliver, in accordance with the Exchange Notes Indenture if terms thereof (including the payment by the Borrower of cash in lieu of fractional shares in connection with such Exchange Notes Indenture has not previously been executed and delivereda conversion); and (ii) execute and deliver to such Lender or beneficial owner in accordance with any mandatory payments of interest on the Exchange Notes Indenture any Exchange Notes bearing interest as set forth therein Notes. Nothing in exchange for such Loan dated the date of the issuance of such Exchange Notes, payable to the order of such Lender 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 8.16 which shall (a) be at least (i) $50,000,000 and integral multiples of $1,000,000 in excess thereof, with respect to an exchange for Dollar Loans or (ii) €50,000,000 and integral multiples of €1,000,000 in excess thereof, with respect to an exchange for Euro Loans, or in either case the entire remaining aggregate principal amount of the Loans of such Lender. Loans delivered to the Borrower under this Section 8.16 in exchange for Exchange Notes shall be canceled by construed to permit any action that would not be permitted under the Borrower, and the corresponding amount subordination provisions of the Loan deemed repaid and the Exchange Notes shall be governed by and construed in accordance with any indenture or other document governing the terms of the Exchange Notes Indenture. The Exchange Notes Trustee Notes. A. 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 $500,000,000Y attached hereto. (c) If Exchange Notes are issued pursuant to the terms hereof, (i) such Exchange Notes shall bear interest as set forth in Exhibit J and (ii) the holders of such Exchange Notes shall have the registration rights with respect to such Exchange Notes described in Exhibit K.

Exchange Notes. (a) The Borrower shallSubject to satisfaction of the provisions of this Article XI, as promptly as practicable after being requested from time to do so by the Lenders at any time on or and after the Initial Maturity Conversion Date, (i) select a bank or trust company reasonably acceptable each Lender will have the option to the Lenders to act as Exchange Notes Trustee, (ii) enter into the Exchange Notes Indenture and the Registration Rights Agreement and (iii) cause counsel to the Borrower to deliver to notify the Administrative Agent in writing of its request for exchange notes (an executed legal opinion “Exchange Request”) given in form accordance with Section 11.03 below, to exchange all or any portion of its share in the Term Loan then outstanding for one or more notes (each, an “Exchange Note”, and substance customary for a transaction of that type to be mutually agreed upon by collectively, the Borrower “Exchange Notes”, and the Administrative Agent (including, without limitation, with respect to due authorization, execution and delivery; validity; and enforceability of the Exchange Documents and the Registration Rights Agreement each such exchange being referred to in clause (ii) aboveherein as an “Exchange”). (b) The Exchange Notes shall: (i) be issued by the Borrower will, on or a subsidiary of the fifth Business Day following Borrower reasonably satisfactory to the written request Arrangers (the “Exchange RequestNotes Issuer”) (ii) rank pari passu with the Term Loans to the extent that the Term Loans remains outstanding; (iii) be issued pursuant to and shall be governed by and construed solely in accordance with the Exchange Notes Indenture; (iv) to the extent legally possible, be guaranteed by the Borrower (unless the Borrower is the Exchange Notes Issuer) and the same entities that guarantee the Term Loans on the same basis and will be unsecured; and (v) require that the Exchange Notes Issuer 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 Lender right to trial by jury. (or beneficial owner c) The principal amount of a portion thereof):the Exchange Notes in any Exchange will equal 100% of the aggregate principal amount of the Loan for which they are exchanged and shall be issued at an issue price equal to such principal amount of the Loan for which they are exchanged. (d) Each Exchange Note in an Exchange shall: (i) execute and deliver, cause each other Credit Party to execute and deliver, and cause the Exchange Notes Trustee to execute and deliver, the Exchange Notes Indenture if such Exchange Notes Indenture has not previously been executed and deliveredbe denominated in United States dollars; and (ii) execute bear interest from and deliver including the Exchange Date to and including the final maturity date at a fixed rate per annum (calculated on the basis of actual number of days elapsed over a year of 365 days) that is equal to the Cap Rate (excluding default interest (described in the next sentence), if any) (it being understood that each Exchange shall be made with the concurrent payment, in cash, of all accrued and unpaid interest, and all fees and other expenses, then owing (whether or not same would otherwise be then payable under this Agreement) with respect to the Loans being Exchanged at such Lender or beneficial owner time). In addition, interest on overdue principal and interest, including “Additional Amounts” as defined in accordance with the Exchange Notes Indenture any Exchange Notes bearing Indenture, if any, will accrue at a rate that is 2.0% higher than the interest as set forth therein in exchange for such Loan dated rate on the date of the issuance of such Exchange Notes, payable to the order of such Lender or owner, as the case may be, specified 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 8.16 which shall (a) be at least (i) $50,000,000 and integral multiples of $1,000,000 in excess thereof, with respect to an exchange for Dollar Loans or (ii) €50,000,000 and integral multiples of €1,000,000 in excess thereof, with respect to an exchange for Euro Loans, or in either case the entire remaining aggregate principal amount of the Loans of such Lender. Loans delivered to the Borrower under this Section 8.16 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 Notes Indenture. The Exchange Notes Trustee shall at all times Such interest will 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 $500,000,000payable semi-annually. (ce) If Notwithstanding anything in this Agreement to the contrary, holders of Exchange Notes are issued pursuant will have the absolute and unconditional right to the terms hereof, (i) transfer such Exchange Notes in compliance with applicable law to any third parties subject to customary representations. (f) If required by law or requested by the Administrative Agent or any Arranger, the Borrower shall bear interest as set forth in Exhibit J promptly procure that each relevant Loan Party enters into all documentation necessary to ensure that each of the guarantees under the Loan Documents guarantees the liabilities and (ii) obligations of the holders of such Loan Parties under the Exchange Notes shall have the registration rights with respect including, without limitation, any necessary security confirmations, amendments to such Exchange Notes described in Exhibit K.security or re-taking of security, all necessary filings and delivery of updated share registers (as applicable).