Common use of Exchange Notes Clause in Contracts

Exchange Notes. So long as the Borrowers have received requests to issue at least $20,000,000 in the aggregate principal amount of Exchange Notes: (a) each Borrower shall, as promptly as practicable after being requested to do so by the US Administrative Agent at any time after the date that is 16 months after the Closing Date and in any event prior to the Initial Loan Repayment Date, (i) select a bank or trust company to act as Exchange Note Trustee, (ii) enter into the Exchange Note Indenture and the Registration Rights Agreement and (iii) cause counsel to such Borrower to deliver to the relevant Administrative Agent an executed legal opinion in form and substance customary for a transaction of that type to be mutually agreed upon by such Borrower and the relevant Administrative Agent. (b) Each Borrower will, on the fifth Business Day following the written request (the “Exchange Request”) of the holder of any Loan (or beneficial owner of a portion thereof) given at any time on or after the fifth Business Day prior to the Initial Loan Repayment Date: (i) 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 one or more Exchange Notes as evidence of all or a part of the principal amount of such Term Loan bearing interest as set forth therein dated the date of the issuance of such Exchange Note, payable to the order of such holder or owner, as the case may be, in the same principal amount as such Loan being evidenced (for certainty, including any capitalized interest). The Exchange Request shall specify the principal amount of the Loan to be evidenced by Exchange Notes pursuant to this Section, which shall be at least $100,000 and integral multiples of $50,000 in excess thereof or the entire remaining aggregate principal amount of the Loan of such Lender (for certainty, including any capitalized interest). Loans delivered to any Borrower under this Section to be evidenced by Exchange Notes shall be governed by and construed in accordance with the terms of the Exchange Note Indenture. (c) The Exchange Note Trustee shall at all times be a corporation organized and doing business under the laws of the United States of America 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. (d) If Exchange Notes are issued pursuant to the terms hereof, then the Exchange Note Holders shall have the registration rights with respect to such Exchange Notes as set forth in the Registration Rights Agreement. (e) The Exchange Note Indenture shall provide that the unpaid principal amount of each Exchange Note shall bear interest at a rate per annum equal to that of the Term Loans on the date of issuance of the Exchange Note. (f) It is understood and agreed that the Term 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. So long as the Borrowers have received requests to issue at least $20,000,000 in the aggregate principal amount of Exchange Notes: (a) each Borrower shall, as promptly as practicable after being requested to do so by the US Administrative Agent at any time after the date that is 16 months after the Closing Date and in any event prior to No later than the Initial Loan Repayment Maturity Date, the Borrower shall (i) select a bank or trust company to act as an Exchange Note Trustee, (ii) enter into the Exchange Note Indenture and the Registration Rights Agreement and (iii) cause counsel to such the Borrower to deliver to the relevant Administrative Agent an executed legal opinion in form and substance customary for a transaction of that type to be mutually agreed upon by such the Borrower and the relevant Administrative AgentAgent (including, without limitation, with respect to due authorization, execution and delivery; validity; and enforceability of the Exchange Documents referred to in CLAUSE (ii) above). (b) Each Borrower will, on the fifth Business Day 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) given at any time on or after representing in excess of an aggregate principal amount of $50,000,000, the fifth Business Day prior to the Initial Loan Repayment 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 one or more an Exchange Notes as evidence of all or a part of the principal amount of such Term Loan 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 evidenced (for certainty, including any capitalized interest)exchanged. The Exchange Request shall specify the principal amount of the Loan Term Loans to be evidenced by Exchange Notes exchanged pursuant to this Section, Section (which shall be at least $100,000 25,000,000 per Lender and integral multiples of $50,000 1,000,000 in excess thereof or the entire remaining aggregate principal amount of the Loan Term Loans of such Lender (for certaintyLender), including any capitalized interest)provided 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 any the Borrower under this Section to in exchange for Exchange Notes shall be evidenced 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 in accordance with the terms of the Exchange Note Indenture. (c) The Exchange Note Trustee shall at all times be a corporation organized and doing business under the laws of the United States of America 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. (d) If Exchange Notes are issued pursuant to the terms hereof, then the Exchange Note Holders shall have the registration rights with respect to such Exchange Notes as set forth in the Registration Rights Agreement. (e) The Exchange Note Indenture shall provide that the unpaid principal amount of each Exchange Note shall bear interest at a rate per annum equal to that of the Term Loans on the date of issuance of the Exchange Note. (f) It is understood and agreed that the Term 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. So long as the Borrowers have received requests to issue at least $20,000,000 in the aggregate principal amount of Exchange Notes: (a) each The Borrower shall, as promptly as practicable after being requested to do so by the US Administrative Agent Initial Lenders at any time on or after the date that is 16 months after Initial Maturity Date (unless the Closing Date and in any event prior Borrower has given the Administrative Agent notice of repayment of the Loans pursuant to the Initial Loan Repayment DateSection 4.1), (i) select a bank or trust company reasonably acceptable to the Lenders to act as Exchange Note Trustee, (ii) enter into the Exchange Note Indenture and the Registration Rights Agreement Documents and (iii) cause counsel to such the Borrower to deliver to the relevant Administrative Agent an executed legal opinion in form and substance customary for a transaction of that type to be mutually agreed upon by such the Borrower and the relevant Administrative AgentAgent (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 referred to in clause (ii) above). (b) Each The Borrower will, on or prior to the fifth (5th) Business Day following the written request (the “"Exchange Request”") of the holder of any Loan (or beneficial owner of a portion thereof) given at any time on or after the fifth Business Day prior to the Initial Loan Repayment Maturity Date: (i) execute and deliver, cause each other 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 one or more an Exchange Notes as evidence of all or a part of the principal amount of such Term Loan Note bearing interest as set forth 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 evidenced (for certainty, including any capitalized interest)exchanged. The Exchange Request shall specify the principal amount of the Loan Loans to be evidenced by Exchange Notes exchanged pursuant to this SectionSection 7.3, which in the case of the initial request hereunder shall be in an aggregate of at least $100,000 and integral multiples 30.0 million of $50,000 Loans for all requesting holders; provided, that each holder who holds a Loan, or portion thereof, which is included in excess thereof or the entire remaining aggregate principal amount Exchange Request must request an exchange of all the Loan of Loans held by such Lender (for certainty, including any capitalized interest)holder. Loans delivered to any Borrower exchanged for Exchange Notes under this Section to 7.3 shall be evidenced by deemed repaid and the Exchange Notes shall be governed by and construed in accordance with the terms of the Exchange Note Indenture. (c) . The Exchange Note Trustee shall at all times be a corporation organized and doing business under the laws of the United States of America 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 $500,000,000500.0 million. (d) If Exchange Notes are issued pursuant to the terms hereof, then the Exchange Note Holders shall have the registration rights with respect to such Exchange Notes as set forth in the Registration Rights Agreement. (e) The Exchange Note Indenture shall provide that the unpaid principal amount of each Exchange Note shall bear interest at a rate per annum equal to that of the Term Loans on the date of issuance of the Exchange Note. (f) It is understood and agreed that the Term 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. So long (a) Subject to satisfaction of the provisions of this Article 10, at any time or 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 10.03 below, to exchange all or any portion of its share in the Loan then outstanding for one or more notes (each, a “Exchange Note,” and collectively, the “Exchange Notes,” and each such exchange being referred to herein as the Borrowers have received requests to issue an “Exchange”); provided that at least $20,000,000 50.0 million (or such lesser amount acceptable to Borrower) in the aggregate principal amount of Loans are exchanged. In connection with any such Exchange, the applicable Lender will not, at the time of such Exchange Notes: or the next Interest Payment Date, be entitled to receive accrued and unpaid interest on such Lender’s Loans being exchanged for Exchange Notes on such date; provided that the Exchange Notes issued to such Lender shall accrue interest from the most recent Interest Payment Date prior to such Exchange (a) each Borrower shall, as promptly as practicable after being requested to do so by the US Administrative Agent at any time after the even if such date that is 16 months after the Closing Date and in any event prior to the Initial Loan Repayment Date, (i) select a bank or trust company to act as first issuance of Exchange Note Trustee, (ii) enter into the Exchange Note Indenture and the Registration Rights Agreement and (iii) cause counsel to such Borrower to deliver to the relevant Administrative Agent an executed legal opinion in form and substance customary for a transaction of that type to be mutually agreed upon by such Borrower and the relevant Administrative AgentNotes. (b) Each Borrower will, on the fifth Business Day following the written request (the “The Exchange Request”) of the holder of any Loan (or beneficial owner of a portion thereof) given at any time on or after the fifth Business Day prior to the Initial Loan Repayment DateNotes shall: (i) execute and deliver, and cause rank pari passu with the Exchange Note Trustee Loans to execute and deliver, the Exchange Note Indenture if such Exchange Note Indenture has not previously been executed and delivered; andextent that the Loans remains outstanding; (ii) execute be issued pursuant to and deliver to such holder or beneficial owner shall be governed by and construed solely in accordance with the Exchange Note Indenture one or more Exchange Notes as evidence of all or a part Indenture; (iii) be guaranteed by the same entities that guarantee the Loans on the same basis and will be secured by the same assets securing the Loans on the same basis; and (iv) require that Borrower and each Guarantor submit to the jurisdiction and venue of the principal amount of such Term Loan bearing interest as set forth therein dated the date U.S. Federal and state courts of the issuance State of such New York and waive any right to trial by jury in connection with disputes arising under the Exchange Note, payable to the order of such holder or owner, as the case may be, in the same principal amount as such Loan being evidenced (for certainty, including any capitalized interest)Notes. The Exchange Request shall specify the principal amount of the Loan to be evidenced by Exchange Notes pursuant to this Section, which shall be at least $100,000 and integral multiples in any Exchange will equal 100% of $50,000 in excess thereof or the entire remaining aggregate principal amount of the Loan of such Lender (for certainty, including any capitalized interest). Loans delivered to any Borrower under this Section to be evidenced by Exchange Notes which they are exchanged and shall be governed by and construed in accordance with the terms issued at an issue price equal to such principal amount of the Exchange Note IndentureLoan for which they are exchanged. (c) The Each Exchange Note Trustee shall at all times in an Exchange shall: (i) be a corporation organized and doing business under the laws of the denominated in United States dollars; (ii) bear interest at a fixed rate per annum (computed on the basis of America or the State of New Yorka 360-day year, in good standing and having its principal offices each case for the actual number of days elapsed in the Borough of Manhattanperiod during which it accrues) that is equal to the Cap Rate (excluding default interest (described in the next sentence), if any. In addition, interest on overdue principal and interest, if any, will accrue at a rate that is 2.0% higher than the interest rate on the Exchange Notes, as specified 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 $500,000,000the Exchange Notes Indenture. Such interest will be payable semi-annually. (d) If required by law or requested by Administrative Agent or any Arranger, Borrower shall promptly procure that each relevant Loan Party enters into all documentation necessary to ensure that the guarantees and Liens created under the Security Documents and this Agreement secures and guarantees the liabilities and obligations of the Loan Parties under the Exchange Notes are issued pursuant including, without limitation, any necessary security confirmations, amendments to the terms hereofsecurity or re-taking of security, then the Exchange Note Holders shall have the registration rights with respect to such Exchange Notes all necessary filings and delivery of updated share registers (as set forth in the Registration Rights Agreementapplicable). (e) The Exchange Note Indenture shall provide that the unpaid principal amount of each Exchange Note shall bear interest at a rate per annum equal to that of the Term Loans on the date of issuance of the Exchange Note. (f) It is understood and agreed that the Term 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. So long as the Borrowers have received requests to issue at least $20,000,000 in the aggregate principal amount of Exchange Notes: (a) each The Borrower shall, as promptly as practicable after being requested to do so by upon the US reasonable request of the Administrative Agent at any time on or after the date that is 16 months after the Closing Date and in any event prior to the Initial Loan Repayment Borrowing Date, (i) select a bank or trust company company, reasonably acceptable to the Administrative Agent, to act as Exchange Note Trustee, (ii) complete, and enter into into, the Exchange Note Indenture and the Registration Rights Agreement Documents and (iii) cause counsel to such the Borrower to deliver to the relevant Administrative Agent an executed legal opinion in form and substance customary for a transaction of that type to be mutually agreed upon by such the Borrower and the relevant Administrative AgentAgent (including with respect to due authorization, execution and delivery; validity; and enforceability of the Exchange Documents). (b) Each The Borrower will, on or prior to the fifth (5th) Business Day following the written request (the “Exchange Request”) of the holder of any Loan (or beneficial owner of a portion thereof) given at any time ), on or after the fifth Business Day prior to the Initial Loan Repayment Maturity Date: (i) execute and deliver, cause each other Loan Party, if any, to execute and deliver, and cause the Exchange Note Trustee to execute and deliver, the Exchange Note Indenture Documents if such Exchange Note Indenture has Documents have not previously been executed and delivered; and (ii) execute and deliver to such holder or beneficial owner in accordance with the Exchange Note Indenture one or more an applicable Exchange Notes as evidence of all or a part of the principal amount of such Term Loan bearing interest as set forth therein Note dated the date of the issuance of such Exchange NoteNote and bearing interest as set forth therein in exchange for such Loan, payable to the order of such holder or owner, as the case may be, in the same principal amount as such Loan (or portion thereof) being evidenced exchanged, with accrued and unpaid interest on such Exchange Note being equal to the then accrued and unpaid interest (for certaintyif any) on the Loan so being exchanged, including any capitalized interest(provided that (x) in the case of a holder of a Note, such holder must return its Note issued hereunder before it may receive an Exchange Note and (y) a Lender who is an original signatory hereto and its Affiliates may only receive Series A Exchange Notes unless upon receipt thereof, such holder is transferring such Exchange Notes to a Person who is not an original signatory hereto or an Affiliate thereof). The Exchange Request shall specify the principal amount of the Loan Loans to be evidenced by Exchange Notes exchanged pursuant to this SectionSection 6.18. (c) Upon the Covenant Date, which each Loan that is not then due or subject to repayment under Section 2.5 shall be at least $100,000 automatically exchanged for a Series A Exchange Note, such Exchange Note to be dated the Covenant Date and integral multiples of $50,000 bearing interest as set forth in excess thereof such Exchange Note, to be payable to its holder or its registered assignee, as the entire remaining aggregate case may be, and to be in the same principal amount as such Loan (or portion thereof) being exchanged, with accrued and unpaid interest on such Exchange Note being equal to the then accrued and unpaid interest (if any) on the Loan so being exchanged. The Borrower shall take any steps of the Loan nature of those set forth in clause (b) that are necessary to effectuate such Lender exchange. (d) Loans exchanged for certainty, including any capitalized interest). Loans delivered to any Borrower Exchange Notes under this Section to 6.18 shall be evidenced by deemed repaid and the Exchange Notes shall be governed by and construed in accordance with the terms of the Exchange Note Indenture. (c) The Exchange Note Trustee shall at all times be a corporation organized and doing business under the laws of the United States of America 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. (d) If Exchange Notes are issued pursuant to the terms hereof, then the Exchange Note Holders shall have the registration rights with respect to such Exchange Notes as set forth in the Registration Rights Agreement. (e) The Exchange Note Indenture shall provide that the unpaid principal amount of each Exchange Note shall bear interest at a rate per annum equal to that of the Term Loans on the date of issuance of the Exchange Note. (f) It is understood and agreed that the Term 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. So long as the Borrowers have received requests to issue at least $20,000,000 in the aggregate principal amount of Exchange Notes: (a) each The Borrower shall, as promptly as practicable after being requested to do so by the US Administrative Agent Lenders at any time on or after the date that is 16 months after the Closing Date and in any event prior to the Initial Loan Repayment Maturity Date, (i) select a bank or trust company reasonably acceptable to the Lenders to act as Exchange Note Notes Trustee, (ii) enter into the Exchange Note Notes Indenture and the Registration Rights Agreement and (iii) cause counsel to such the Borrower to deliver to the relevant Administrative Agent an executed legal opinion in form and substance customary for a transaction of that type to be mutually agreed upon by such the Borrower and the relevant Administrative AgentAgent (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) Each The Borrower will, on the fifth Business Day following the written request (the “Exchange Request”) of the holder of any Loan Lender (or beneficial owner of a portion thereof) given at any time on or after the fifth Business Day prior to the Initial Loan Repayment Date:): (i) execute and deliver, cause each other 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 (ii) execute and deliver to such holder Lender or beneficial owner in accordance with the Exchange Note Notes Indenture one or more any Exchange Notes as evidence of all or a part of the principal amount of such Term Loan bearing interest as set forth therein in exchange for such Loan dated the date of the issuance of such Exchange NoteNotes, payable to the order of such holder Lender or owner, as the case may be, in the same principal amount as such Loan (or portion thereof) being evidenced (for certainty, including any capitalized interest)exchanged. The Exchange Request shall specify the principal amount of the Loan Loans to be evidenced by Exchange Notes exchanged pursuant to this Section, Section 8.16 which shall (a) be at least (i) $100,000 50,000,000 and integral multiples of $50,000 1,000,000 in excess thereof 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 Loan Loans of such Lender (for certainty, including any capitalized interest)Lender. Loans delivered to any the Borrower under this Section to 8.16 in exchange for Exchange Notes shall be evidenced canceled by the Borrower, and the corresponding amount of the Loan deemed repaid and the Exchange Notes shall be governed by and construed in accordance with the terms of the Exchange Note Notes Indenture. (c) . The Exchange Note Notes Trustee shall at all times be a corporation organized and doing business under the laws of the United States of America 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. (dc) If Exchange Notes are issued pursuant to the terms hereof, then (i) such Exchange Notes shall bear interest as set forth in Exhibit J and (ii) the holders of such Exchange Note Holders Notes shall have the registration rights with respect to such Exchange Notes as set forth described in the Registration Rights Agreement. (e) The Exchange Note Indenture shall provide that the unpaid principal amount of each Exchange Note shall bear interest at a rate per annum equal to that of the Term Loans on the date of issuance of the Exchange Note. (f) It is understood and agreed that the Term Loans exchanged for Exchange Notes constitute the same indebtedness as such Exchange Notes and that no novation shall be effected by any such exchange.Exhibit K.