Common use of Exchange Notes Clause in Contracts

Exchange Notes. (a) Subject to satisfaction of the provisions of this Article XI, from time to time on and after the Conversion Date, each Lender will have the option to notify the Administrative Agent in writing of its request for exchange notes (an “Exchange Request”) given in 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 collectively, the “Exchange Notes”, and each such exchange being referred to herein as an “Exchange”). (b) The Exchange Notes shall: (i) be issued by the Parent, the Borrower or a subsidiary of the Parent reasonably satisfactory to the Arrangers (the “Exchange Notes 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 right to trial by jury. (c) The principal amount of 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) be denominated in United States dollars; and (ii) 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 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 time). In addition, interest on overdue principal and interest, including “Additional Amounts” as defined in the Exchange Notes Indenture, if any, will accrue at a rate that is 2.0% higher than the interest rate on the Exchange Notes, as specified in the Exchange Notes Indenture. Such interest will be payable semi-annually. (e) Notwithstanding anything in this Agreement to the contrary, holders of Exchange Notes will have the absolute and unconditional right to 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 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 obligations of the Loan Parties under the Exchange Notes including, without limitation, any necessary security confirmations, amendments to security or re-taking of security, all necessary filings and delivery of updated share registers (as applicable).

Exchange Notes. (a) Subject The Borrower shall, as promptly as practicable after being requested to satisfaction of do so by the provisions of this Article XI, from time to Lenders at any time on and or after the Conversion Initial Maturity Date, each Lender will have (i) select a bank or trust company reasonably acceptable to the option Lenders to notify 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 writing form and substance customary for a transaction of its request for exchange notes that type to be mutually agreed upon by the Borrower and the Administrative Agent (an “including, without limitation, with respect to due authorization, execution and delivery; validity; and enforceability of the Exchange Request”) given in accordance with Section 11.03 below, to exchange all or any portion of its share in Documents and the Term Loan then outstanding for one or more notes (each, an “Exchange Note”, and collectively, the “Exchange Notes”, and each such exchange being Registration Rights Agreement referred to herein as an “Exchange”in clause (ii) above). (b) The Borrower will, on the fifth Business Day following the written request (the “Exchange Notes shall:Request”) of any Lender (or beneficial owner of a portion thereof): (i) be issued by execute and deliver, cause each other Credit Party to execute and deliver, and cause the ParentExchange Notes Trustee to execute and deliver, the Borrower or a subsidiary of the Parent reasonably satisfactory to the Arrangers (the “Exchange Notes Issuer”)Indenture if such Exchange Notes Indenture has not previously been executed and delivered; and (ii) rank pari passu execute and deliver to such Lender or beneficial owner in accordance with the Term 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 the extent that the Term Loans remains outstanding; be exchanged pursuant to this Section 8.16 which shall (iiia) be issued pursuant 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 solely in accordance with the terms of the Exchange Notes Indenture; (iv) to the extent legally possible, be guaranteed by the Parent (unless the Parent is the . The Exchange Notes Issuer) Trustee shall at all times be a corporation organized and doing business under 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 laws of the U.S. Federal and state courts of United States or the State of New York York, in good standing and waive any right having its principal offices in the Borough of Manhattan, in The City of New York, which is authorized under such laws to trial exercise corporate trust powers and is subject to supervision or examination by juryfederal or state authority and which has a combined capital and surplus of not less than $500,000,000. (c) The principal amount of the If Exchange Notes in any Exchange will equal 100% of are issued pursuant to 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: terms hereof, (i) be denominated such Exchange Notes shall bear interest as set forth in United States dollars; and Exhibit J and (ii) bear interest from and including the holders of such Exchange Date to and including Notes shall have 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) registration rights with respect to the Loans being Exchanged at such time). In addition, interest on overdue principal and interest, including “Additional Amounts” as defined in the Exchange Notes Indenture, if any, will accrue at a rate that is 2.0% higher than the interest rate on the Exchange Notes, as specified in the Exchange Notes Indenture. Such interest will be payable semi-annually. (e) Notwithstanding anything in this Agreement to the contrary, holders of Exchange Notes will have the absolute and unconditional right to transfer such Exchange Notes described 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 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 obligations of the Loan Parties under the Exchange Notes including, without limitation, any necessary security confirmations, amendments to security or re-taking of security, all necessary filings and delivery of updated share registers (as applicable).Exhibit K.

Exchange Notes. (a) Subject to satisfaction of No later than the provisions of this Article XI, from time to time on and after the Conversion Initial Maturity Date, each Lender will have the option Borrower shall (i) select an Exchange Note Trustee, (ii) enter into the Exchange Note Indenture and (iii) cause counsel to notify the Borrower to deliver to the Administrative Agent an executed legal opinion in writing form and substance customary for a transaction of its request for exchange notes that type to be mutually agreed upon by the Borrower and the Administrative Agent (an “including, without limitation, with respect to due authorization, execution and delivery; validity; and enforceability of the Exchange Request”) given in 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 collectively, the “Exchange Notes”, and each such exchange being Documents referred to herein as an “Exchange”in CLAUSE (ii) above). (b) The Exchange Notes Upon the written request (the "EXCHANGE REQUEST") of the holders of Term Loans (or beneficial owner of a portion thereof) representing in excess of an aggregate principal amount of $50,000,000, the Borrower shall: (i) be issued by execute and deliver, cause each other Loan Party to execute and deliver, and cause the ParentExchange Note Trustee to execute and deliver, the Borrower or a subsidiary of the Parent reasonably satisfactory to the Arrangers (the “Exchange Notes Issuer”)Note Indenture if such Exchange Note Indenture has not previously been executed and delivered; and (ii) rank pari passu 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 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 (which shall be at least $25,000,000 per Lender and integral multiples of $1,000,000 in excess thereof or the extent that entire remaining aggregate principal amount of the Term Loans remains outstanding; (iii) of such Lender), provided the aggregate principal amount of Term Loans to be issued 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 canceled by the Borrower, and the corresponding amount of the Term Loans deemed repaid and satisfied by the exchange of such Term Loans into Exchange Notes and the Exchange Notes 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 right to trial by jury. (c) The principal amount terms of 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 exchangedNote Indenture. (d) Each Exchange Note in an Exchange shall: (i) be denominated in United States dollars; and (ii) 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 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 time). In addition, interest on overdue principal and interest, including “Additional Amounts” as defined in the Exchange Notes Indenture, if any, will accrue at a rate that is 2.0% higher than the interest rate on the Exchange Notes, as specified in the Exchange Notes Indenture. Such interest will be payable semi-annually. (e) Notwithstanding anything in this Agreement to the contrary, holders of Exchange Notes will have the absolute and unconditional right to 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 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 obligations of the Loan Parties under the Exchange Notes including, without limitation, any necessary security confirmations, amendments to security or re-taking of security, all necessary filings and delivery of updated share registers (as applicable).

Exchange Notes. (ai) Subject to satisfaction of the provisions of this Article XI, Each Lender may from time to time on and any Business Day on or after the Conversion Date, each Lender will have the option Initial Maturity Date elect pursuant to notify the Administrative Agent in writing of its request for exchange notes (an “Exchange Request”) Request given in accordance with Section 11.03 Clause 6.4(c) (Manner of Exchange of Bridge Term Loan) below, to exchange all or any portion of its share in the Bridge Term Loan (if any) then outstanding for one or more notes Exchange Notes (each, an “Exchange Note”, and collectively, the “Exchange Notes”, and 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 of less than 20.0 per cent. of the principal amount of the Bridge Term Loan outstanding, the Borrower may defer the issuance of such Exchange Notes 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 each 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. (bii) The Exchange Notes shall: (i) be issued by the Parent, the Borrower or a subsidiary of the Parent reasonably satisfactory to the Arrangers (the “Exchange Notes Issuer”) (iiA) rank pari passu with the Bridge Term Loans Loan to the extent that the any Bridge Term Loans Loan remains outstanding; (iiiB) be issued pursuant to and shall be governed by and construed solely in accordance with the Exchange Notes Indenture; (ivC) 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 Bridge Term Loans on the same basis Loan and will be unsecured; andsecured by the same assets securing the Bridge Term Loan; (vD) require that the Exchange Notes Issuer and each Guarantor Borrower submit to the non-exclusive jurisdiction and venue of the U.S. Federal and state courts of 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. (ciii) The principal amount of the Exchange Notes in any Exchange will equal 100% 100 per cent. of the aggregate principal amount of the participation in the Bridge Term 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 exchangedpar. (div) Each Exchange Note in an Exchange shall: (iA) be denominated in United States dollars; andEuro; (iiB) bear interest from and including the Exchange Date to and including the final maturity date Final Maturity Date at a fixed rate per annum (calculated on the basis of actual number of days elapsed over a year of 365 360 days) that is equal to the Adjusted then applicable Margin which would have been payable under 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 (described in the next sentenceinterest), 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 time). In addition, interest on overdue principal and interest, including “Additional Amounts” as defined in the Exchange Notes Indenture, if any, will accrue at a rate that is 2.0% higher than the interest rate on the Exchange Notes, as specified in the Exchange Notes Indenture. Such interest will be payable semi-annually. either (ea) Notwithstanding anything in this Agreement to the contrary, holders respect of Exchange Notes will have 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 absolute 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 unconditional right unpaid interest to transfer 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 in compliance with applicable law shall be callable (x) until and prior to any third parties subject to customary representations. the date that is three years after the Closing Date at par plus accrued interest plus the Applicable Premium and (fy) If required by law or requested by the Administrative Agent or any Arrangerthereafter at par plus a premium as specified below, the Borrower which premium shall promptly procure that decline on each relevant Loan Party enters into all documentation necessary to ensure that each yearly anniversary of the guarantees under the Loan Documents guarantees the liabilities and obligations of the Loan Parties under the Exchange Notes including, without limitation, any necessary security confirmations, amendments to security or re-taking of security, all necessary filings and delivery of updated share registers (Closing Date as applicable).follows:

Exchange Notes. (a) Subject to satisfaction of the provisions of this Article XI, Each Lender may from time to time on and any Business Day on or after the Conversion Date, each Lender will have the option Date elect pursuant to notify the Administrative Agent in writing of its request for exchange notes (an “Exchange Request”) Request given in accordance with Section 11.03 Clause 19.3 (Manner of Exchange of Term Loans) below, to exchange all or any portion of its share in the Term Loan Loans (if any) then outstanding for one or more notes Exchange Notes (each, an “Exchange Note”, and collectively, the “Exchange Notes”, and each such exchange being referred to herein as an “Exchange”); provided that the first issuance of Exchange Notes (whether at the election of one or multiple Lenders) shall be for at least €75,000,000 in aggregate principal amount of Exchange Notes. (b) The Exchange Notes shall:: 40810573_6 (i) be issued by the Parent, the Borrower or a subsidiary of the Parent reasonably satisfactory to the Arrangers (the “Exchange Notes Issuer”) (ii) rank pari passu with the Term Loans to the extent that the any Term Loans remains remain outstanding; (ii) have the same terms and conditions as the Senior B Unsecured Exchange Notes in their original form, mutatis mutandis (save as set out in Schedule 12 (Exchange Notes Summary) or this Clause 19) and shall be listed on the same stock exchange as the Senior B Unsecured Exchange Notes; (iii) be issued pursuant to and shall be governed by and construed solely in accordance with the Exchange Notes Note 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 unsecuredsecured by the same assets securing the Term Loans; and (v) require that the Exchange Notes Issuer and each Guarantor Borrower submit to the non exclusive jurisdiction and venue of the U.S. Federal and state courts of the State of New York and will waive any right to trial by jury. (c) The principal amount of the Exchange Notes in any Exchange will equal 100% of the aggregate principal amount of the participation in the Term Loan for which they are exchanged and shall be issued at an issue price equal to such principal amount of the Loan participation in the Term Loans for which they are exchanged. (d) Each Exchange Note in an Exchange shall: (i) be denominated in United States dollars; andeuros; (ii) bear interest from and including the first day of the unexpired Interest Period applicable to the Term Loan for which the Exchange Date Notes are exchanged to and including the final maturity date Final Maturity Date at a fixed rate per annum (calculated on the basis of actual number of days elapsed over a year of 365 360 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 time). In addition, interest on overdue principal and interest, including “Additional Amounts” as defined in the Exchange Notes Indenture, if any, will accrue at a rate that is 2.08% higher than the interest rate on the Exchange Notes, as specified in the Exchange Notes Indenture. per annum Such interest will be payable semi-annually; and (iii) be callable as set out in Schedule 12 (Exchange Notes Summary). (e) Notwithstanding anything in this Agreement to The Borrower agrees that it will, on the contrary, holders date of Exchange Notes will have the absolute and unconditional right to transfer such issuance of any Exchange Notes in compliance accordance with applicable law to any third parties subject to customary representations. this Clause 19.2 (f) If Exchange Notes), make all designations and notifications required by law or requested by the Administrative Agent or any Arranger, terms of the Borrower shall promptly procure that each relevant Loan Party enters into all documentation necessary Intercreditor Agreement in order to ensure that each of the guarantees under the Loan Documents guarantees the liabilities and obligations of the Loan Parties under give the Exchange Notes including, without limitation, any necessary security confirmations, amendments to security or re-taking the full benefit of security, all necessary filings and delivery the terms of updated share registers (as applicable)the Borrower Intercreditor Agreement.

Exchange Notes. (a) Subject to satisfaction of the provisions of this Article XI, from time to time on and after the Conversion Date, each Lender will have the option to notify the Administrative Agent in writing of its request for exchange notes (an “Exchange Request”) given in 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 collectively, the “Exchange Notes”, and each such exchange being referred to herein as an “Exchange”). (b) The Exchange Notes shall: (i) be issued by the Parent, the Borrower or a subsidiary of the Parent Borrower reasonably satisfactory to the Arrangers (the “Exchange Notes 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 Borrower (unless the Parent 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 right to trial by jury. (c) The principal amount of 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) be denominated in United States dollars; and (ii) 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 actual number of days elapsed over a year of 365 days) that is equal to the Adjusted 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 time). In addition, interest on overdue principal and interest, including “Additional Amounts” as defined in the Exchange Notes Indenture, if any, will accrue at a rate that is 2.0% higher than the interest rate on the Exchange Notes, as specified in the Exchange Notes Indenture. Such interest will be payable semi-annually. (e) Notwithstanding anything in this Agreement to the contrary, holders of Exchange Notes will have the absolute and unconditional right to 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 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 obligations of the Loan Parties under the Exchange Notes including, without limitation, any necessary security confirmations, amendments to security or re-taking of security, all necessary filings and delivery of updated share registers (as applicable).

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) Subject in any manner prior to satisfaction the scheduled payment thereof any indebtedness evidenced by the 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 document, instrument or agreement evidencing the Exchange Notes such that such amendment, modification or change would (i) cause the outstanding aggregate principal amount of all such Exchange Notes so amended, modified or changed to be increased as a consequence of such amendment, modification or change, (ii) 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 Article XISection 6.02(w), from the Borrower may at any time to time on and after the Conversion Date, each Lender will have the option to notify the Administrative Agent in writing of its request for exchange notes (an “Exchange Request”) given in accordance with Section 11.03 below, to exchange convert all or any portion of its share the Exchange Notes into common stock of the Borrower and may pay interest on the Exchange Notes in the Term Loan then outstanding common stock of the Borrower. The Debt of the Borrower under this Agreement shall at all times constitute "Designated Senior Indebtedness" under the indenture for one or more notes (each, an “Exchange Note”, and collectively, 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 contrary, but subject in all cases to the subordination provisions described in the S-4 Registration Statement filed by the Borrower with the Securities and each such exchange being referred to herein as an “Exchange”). (b) The Exchange Notes shallCommission on January 27, 2000, none of the following shall be prohibited by this Section 6.02: (i) be issued by the Parent, the Borrower or a subsidiary delivery of the Parent reasonably satisfactory to the Arrangers (the “Exchange Notes 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 right to trial by jury. (c) The principal amount securities upon conversion of the Exchange Notes in any Exchange will equal 100% accordance with the terms thereof (including the payment by the Borrower of the aggregate principal amount cash in lieu of the Loan for which they are exchanged and shall be issued at an issue price equal to fractional shares in connection with such principal amount of the Loan for which they are exchanged. (d) Each Exchange Note in an Exchange shall: (i) be denominated in United States dollarsa conversion); and (ii) bear any mandatory payments of 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 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 time). In addition, interest on overdue principal and interest, including “Additional Amounts” as defined in the Exchange Notes Indenture, if any, will accrue at a rate that is 2.0% higher than the interest rate on the Exchange Notes. Nothing in this Section shall be construed to permit any action that would not be permitted under the subordination provisions of any indenture or other document governing the terms of the Exchange Notes. A. There shall be added to the Credit Agreement new Exhibits W, as specified X and Y in the Exchange Notes Indenture. Such interest will be payable semi-annuallyform of Exhibits W, X and Y attached hereto. (e) Notwithstanding anything in this Agreement to the contrary, holders of Exchange Notes will have the absolute and unconditional right to 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 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 obligations of the Loan Parties under the Exchange Notes including, without limitation, any necessary security confirmations, amendments to security or re-taking of security, all necessary filings and delivery of updated share registers (as applicable).