Common use of Exchange Notes Clause in Contracts

Exchange Notes. (i) Each Lender may from time to time on any Business Day on or after the Initial Maturity Date 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 (if any) then outstanding for one or more Exchange Notes (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. (ii) 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 shall be governed by and construed solely in accordance with the Exchange Notes Indenture; (C) be guaranteed by the same entities that guarantee the Bridge Term Loan and will be secured by the same assets securing the Bridge Term Loan; (D) require that the 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. (iii) The principal amount of the Exchange Notes in any Exchange will equal 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 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 actual number of days elapsed over a year of 360 days) that is equal to the 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); such interest will be payable either (a) in 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 callable (x) until and prior to the date 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, which premium shall decline on each yearly anniversary of the Closing Date as follows:

Exchange Notes. (ia) Each Lender may from The Borrower shall, as promptly as practicable after being requested to do so by the Lenders at any time to time on any Business Day on or after the Initial Maturity Date elect pursuant 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 Request given 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 Clause 6.4(c) (Manner 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 Bridge Term Loan) belowsuch Lender or owner, to exchange all or any portion of its Bridge Term as the case may be, in the same principal amount as such Loan (if anyor portion thereof) then outstanding for one or more being exchanged. The Exchange Notes (each such exchange being referred to herein as an "Exchange"); provided that the minimum principal amount of any Exchange Request shall be 20.0 per cent. of specify the principal amount of the Bridge Term Loan outstanding; provided that if 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 Borrower receives a request to issue an 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 of less than 20.0 per cent. of shall be canceled by the principal Borrower, and the corresponding amount of the Bridge Term Loan outstanding, deemed repaid and 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. (ii) 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 shall be governed by and construed solely in accordance with the terms of the Exchange Notes Indenture; (C) . The Exchange Notes Trustee shall at all times be guaranteed by a corporation organized and doing business under the same entities that guarantee the Bridge Term Loan and will be secured by the same assets securing the Bridge Term Loan; (D) require that the Borrower submit to the non-exclusive 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 will 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 jury; and (E) be jointly issued by federal or state authority and which has a wholly-owned finance subsidiary combined capital and surplus 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 Notesnot less than $500,000,000. (iiic) The principal amount of the If Exchange Notes in any Exchange will equal 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 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 actual number of days elapsed over a year of 360 days) that is equal pursuant to the 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); such interest will be payable either (a) in respect of Exchange Notes bearing a fixed rate of interestterms hereof, 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 callable (x) until and prior to the date that is three years after the Closing Date at par plus accrued bear interest plus the Applicable Premium as set forth in Exhibit J and (yii) thereafter at par plus a premium as specified below, which premium the holders of such Exchange Notes shall decline on each yearly anniversary of have the Closing Date as follows:registration rights with respect to such Exchange Notes described in Exhibit K.

Exchange Notes. Pay, prepay, redeem, purchase, defease or otherwise satisfy (nor permit any of its Subsidiaries to pay, prepay, redeem, purchase, defease or otherwise satisfy) in any manner prior to 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) Each Lender 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 Section 6.02(w), the Borrower may from at any time to time on any Business Day on or after the Initial Maturity Date elect pursuant to an Exchange Request given in accordance with Clause 6.4(c) (Manner of Exchange of Bridge Term Loan) below, to exchange convert all or any portion of its Bridge Term Loan (if any) then outstanding for one or more the Exchange Notes into common stock of the Borrower and may pay interest on the Exchange Notes in the 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 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 Exchange Commission on January 27, 2000, none of the following shall be prohibited by this Section 6.02: (each i) the delivery of securities upon conversion of the Exchange Notes in accordance with the terms thereof (including the payment by the Borrower of cash in lieu of fractional shares in connection with such exchange being referred to herein as an "Exchange"a conversion); 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.and (ii) The any mandatory payments of interest on 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 Notes. Nothing in this Section shall be governed by and construed solely in accordance with to permit any action that would not be permitted under the Exchange Notes Indenture; (C) be guaranteed by subordination provisions of any indenture or other document governing the same entities that guarantee the Bridge Term Loan and will be secured by the same assets securing the Bridge Term Loan; (D) require that the 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 terms of the Exchange Notes. (iii) The principal amount of A. There shall be added to the Exchange Notes in any Exchange will equal 100 per cent. of the aggregate principal amount of the participation Credit Agreement new Exhibits W, X and Y in the Bridge Term Loan for which they are exchanged form of Exhibits W, X and shall be issued at parY attached hereto. (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 actual number of days elapsed over a year of 360 days) that is equal to the 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); such interest will be payable either (a) in 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 callable (x) until and prior to the date 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, which premium shall decline on each yearly anniversary of the Closing Date as follows:

Exchange Notes. (ia) Each Lender may Subject to satisfaction of the provisions of this Article 10, at any time or from time to time on any Business Day on or and after the Initial Maturity Date elect pursuant Conversion Date, each Lender will have the option to notify the Administrative Agent in writing of its request for exchange notes (an “Exchange Request Request”) given in accordance with Clause 6.4(c) (Manner of Exchange of Bridge Term Loan) Section 10.03 below, to exchange all or any portion of its Bridge Term share in the Loan (if any) then outstanding for one or more notes (each, a “Exchange Notes (Note,” and collectively, the “Exchange Notes,” and each such exchange being referred to herein as an "“Exchange"”); provided that the minimum principal at least $50.0 million (or such lesser 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 acceptable to issue an Borrower) in aggregate principal amount of Exchange Notes of less than 20.0 per centLoans are exchanged. of the principal amount of the Bridge Term Loan outstandingIn connection with any such Exchange, the Borrower may defer applicable Lender will not, at the issuance time of such Exchange or the next Interest Payment Date, be entitled to receive accrued and unpaid interest on such Lender’s Loans being exchanged for Exchange Notes until on such time as it date; provided that the Exchange Notes issued to such Lender shall have received requests accrue interest from the most recent Interest Payment Date prior to issue an aggregate principal amount such Exchange (even if such date is prior to the first issuance 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 outstandingNotes. (iib) The Exchange Notes shall: (Ai) rank pari passu with the Bridge Term Loan Loans to the extent that any Bridge Term Loan the Loans remains outstanding; (Bii) be issued pursuant to and shall be governed by and construed solely in accordance with the Exchange Notes Indenture; (Ciii) be guaranteed by the same entities that guarantee the Bridge Term Loan Loans on the same basis and will be secured by the same assets securing the Bridge Term Loan;Loans on the same basis; and (Div) require that the Borrower and each Guarantor 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 jury in connection with disputes arising under the Exchange Notes. (iii) . The principal amount of the Exchange Notes in any Exchange will equal 100 per cent. 100% of the aggregate principal amount of the participation in the Bridge Term Loan for which they are exchanged and shall be issued at paran issue price equal to such principal amount of the Loan for which they are exchanged. (ivc) Each Exchange Note in an Exchange shall: (Ai) be denominated in EuroUnited States dollars; (Bii) bear interest from and including the Exchange Date to and including the Final Maturity Date at a fixed rate per annum (calculated computed on the basis of a 360-day year, in each case for the actual number of days elapsed over a year of 360 daysin the period during which it accrues) that is equal to the 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 Cap Rate Cap) (excluding default interest (described in the next sentence), if any. In addition, interest on overdue principal and interest); such , 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 either semi-annually. (ad) in respect 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 bearing a fixed rate including, without limitation, any necessary security confirmations, amendments to security or re-taking of interestsecurity, semi-annually or all necessary filings and delivery of updated share registers (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 Affiliatesapplicable), 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 callable (x) until and prior to the date 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, which premium shall decline on each yearly anniversary of the Closing Date as follows:.

Exchange Notes. (ia) Each Lender may from time to time on any Business Day on or after the Initial Maturity Conversion Date elect pursuant to an Exchange Request given in accordance with Clause 6.4(c) 19.3 (Manner of Exchange of Bridge Term LoanLoans) below, to exchange all or any portion of its Bridge Term Loan Loans (if any) then outstanding for one or more Exchange Notes (each such exchange being referred to herein as an "“Exchange"”); provided that the minimum principal amount first issuance of any Exchange Notes (whether at the election of one or multiple Lenders) 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 for at least €75,000,000 in 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 outstandingNotes. (iib) The Exchange Notes shall:: 40810573_6 (Ai) rank pari passu with the Bridge Term Loan Loans to the extent that any Bridge Term Loan remains Loans remain outstanding; (Bii) 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; (Civ) be guaranteed by the same entities that guarantee the Bridge Term Loan Loans and will be secured by the same assets securing the Bridge Term Loan;Loans; and (Dv) require that the Borrower submit to the non-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. (iiic) The principal amount of the Exchange Notes in any Exchange will equal 100 per cent. 100% of the aggregate principal amount of the participation in the Bridge Term Loan for which they are exchanged and shall be issued at paran issue price equal to such principal amount of the participation in the Term Loans for which they are exchanged. (ivd) Each Exchange Note in an Exchange shall: (Ai) be denominated in Euroeuros; (Bii) 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 at a fixed rate per annum (calculated on the basis of actual number of days elapsed over a year of 360 days) that is equal to the 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); such 8% per annum Such interest will be payable either semi-annually; and (aiii) be callable as set out in respect of Schedule 12 (Exchange Notes bearing a fixed rate Summary). (e) The Borrower agrees that it will, on the date of interest, semi-annually or (b) in respect issuance of any Exchange Notes bearing a floating rate of interestin accordance with this Clause 19.2 (Exchange Notes), quarterly; (C) for so long as they are held make all designations and notifications required by the Original Lenders or their Affiliates (other than any Asset Management Affiliates), be redeemable at the option terms of the Borrower, Borrower Intercreditor Agreement in whole or in part, at any time at par plus accrued and unpaid interest order to give 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 callable (x) until and prior to the date 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, which premium shall decline on each yearly anniversary full benefit of the Closing Date as follows:terms of the Borrower Intercreditor Agreement.

Exchange Notes. (ia) Each Lender may Subject to satisfaction of the provisions of this Article XI, from time to time on any Business Day on or and after the Initial Maturity Date elect pursuant Conversion Date, each Lender will have the option to notify the Administrative Agent in writing of its request for exchange notes (an “Exchange Request Request”) given in accordance with Clause 6.4(c) (Manner of Exchange of Bridge Term Loan) Section 11.03 below, to exchange all or any portion of its Bridge share in the Term Loan (if any) then outstanding for one or more notes (each, an “Exchange Notes (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. (iib) The Exchange Notes shall: (Ai) 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 Bridge Term Loan Loans to the extent that any Bridge the Term Loan Loans remains outstanding; (Biii) be issued pursuant to and shall be governed by and construed solely in accordance with the Exchange Notes Indenture; (Civ) 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 Loan Loans on the same basis and will be secured by the same assets securing the Bridge Term Loan;unsecured; and (Dv) require that the Borrower Exchange Notes Issuer and each Guarantor 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. (iiic) The principal amount of the Exchange Notes in any Exchange will equal 100 per cent. 100% of the aggregate principal amount of the participation in the Bridge Term Loan for which they are exchanged and shall be issued at paran issue price equal to such principal amount of the Loan for which they are exchanged. (ivd) Each Exchange Note in an Exchange shall: (Ai) be denominated in Euro;United States dollars; and (Bii) 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 360 365 days) that is equal to the 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 Adjusted Rate Cap) (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); such . 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 either semi-annually. (ae) Notwithstanding anything in respect this Agreement to the contrary, holders 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 will have 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 absolute and unpaid interest unconditional right 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, 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 be callable (x) until and prior promptly procure that each relevant Loan Party enters into all documentation necessary to the date ensure 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, which premium shall decline on each yearly anniversary of the Closing Date 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 follows:applicable).

Exchange Notes. (a) No later than the Initial Maturity Date, the Borrower shall (i) Each Lender may from time to time on any Business Day on or after the Initial Maturity Date elect pursuant to select an Exchange Request given Note Trustee, (ii) enter into the Exchange Note Indenture 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 referred to in CLAUSE (ii) above). (b) 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) 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 Clause 6.4(c) (Manner 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 Bridge Term Loan) belowsuch holder or owner, to exchange all or any portion of its Bridge as the case may be, in the same principal amount as such Term Loan (if anyor portion thereof) then outstanding for one or more being exchanged. The Exchange Notes (each such exchange being referred to herein as an "Exchange"); provided that the minimum principal amount of any Exchange Request shall be 20.0 per cent. of specify the principal amount of the Bridge Term Loan outstanding; provided that if 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 Borrower receives a request to issue an entire remaining 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 Loans of such Exchange Notes until such time as it shall have received requests to issue an Lender), 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 the Borrower under this Section in exchange for Exchange Notes of at least 20.0 per cent. of shall be canceled by the principal Borrower, and the corresponding amount of the Bridge Term Loan outstanding Loans deemed repaid and each subsequent Exchange shall be for a principal amount satisfied by the exchange of at least 20.0 per cent. of the principal amount of the Bridge such Term Loan outstanding. (ii) The Loans into Exchange Notes shall: (A) rank pari passu with and the Bridge Term Loan to the extent that any Bridge Term Loan remains outstanding; (B) be issued pursuant to and Exchange Notes shall be governed by and construed solely in accordance with the Exchange Notes Indenture; (C) be guaranteed by the same entities that guarantee the Bridge Term Loan and will be secured by the same assets securing the Bridge Term Loan; (D) require that the 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 terms of the Exchange NotesNote Indenture. (iii) The principal amount of the Exchange Notes in any Exchange will equal 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 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 actual number of days elapsed over a year of 360 days) that is equal to the 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); such interest will be payable either (a) in 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 callable (x) until and prior to the date 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, which premium shall decline on each yearly anniversary of the Closing Date as follows:

Exchange Notes. (ia) Each Lender may Subject to satisfaction of the provisions of this Article XI, from time to time on any Business Day on or and after the Initial Maturity Date elect pursuant Conversion Date, each Lender will have the option to notify the Administrative Agent in writing of its request for exchange notes (an “Exchange Request Request”) given in accordance with Clause 6.4(c) (Manner of Exchange of Bridge Term Loan) Section 11.03 below, to exchange all or any portion of its Bridge share in the Term Loan (if any) then outstanding for one or more notes (each, an “Exchange Notes (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. (iib) The Exchange Notes shall: (Ai) be issued by the Borrower or a subsidiary of the Borrower reasonably satisfactory to the Arrangers (the “Exchange Notes Issuer”) (ii) rank pari passu with the Bridge Term Loan Loans to the extent that any Bridge the Term Loan Loans remains outstanding; (Biii) be issued pursuant to and shall be governed by and construed solely in accordance with the Exchange Notes Indenture; (Civ) 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 Bridge Term Loan Loans on the same basis and will be secured by the same assets securing the Bridge Term Loan;unsecured; and (Dv) require that the Borrower Exchange Notes Issuer and each Guarantor 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. (iiic) The principal amount of the Exchange Notes in any Exchange will equal 100 per cent. 100% of the aggregate principal amount of the participation in the Bridge Term Loan for which they are exchanged and shall be issued at paran issue price equal to such principal amount of the Loan for which they are exchanged. (ivd) Each Exchange Note in an Exchange shall: (Ai) be denominated in Euro;United States dollars; and (Bii) 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 360 365 days) that is equal to the 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 Cap Rate Cap) (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); such . 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 either semi-annually. (ae) Notwithstanding anything in respect this Agreement to the contrary, holders 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 will have 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 absolute and unpaid interest unconditional right 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, 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 be callable (x) until and prior promptly procure that each relevant Loan Party enters into all documentation necessary to the date ensure 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, which premium shall decline on each yearly anniversary of the Closing Date 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 follows:applicable).