THREE
BUSINESS DAYS FOLLOWING DELIVERY OF AN EXCHANGE NOTICE.
ROLLOVER LOANS
EXCHANGED FOR EXCHANGE NOTES PURSUANT TO THIS SECTION 2.03 SHALL BE DEEMED
REPAID AND CANCELED AND THE EXCHANGE NOTES SO ISSUED SHALL BE GOVERNED BY THE
PROVISIONS OF THE EXCHANGE NOTE INDENTURE.
(B)
NOT LATER THAN THE THIRD BUSINESS DAY AFTER DELIVERY OF AN
EXCHANGE NOTICE:
(I)
THE ADMINISTRATIVE AGENT SHALL DELIVER EACH ROLLOVER NOTE SO
DELIVERED TO IT TO THE BORROWER FOR CANCELLATION AND, IF APPLICABLE, THE
BORROWER SHALL ISSUE A REPLACEMENT ROLLOVER NOTE TO EACH EXCHANGING LENDER IN AN
AMOUNT EQUAL TO THE PRINCIPAL AMOUNT OF SUCH LENDER'S ROLLOVER LOAN THAT IS NOT
BEING EXCHANGED, OR THE ADMINISTRATIVE AGENT SHALL MAKE A NOTATION ON THE
SURRENDERED ROLLOVER NOTE TO THE EFFECT THAT A PORTION OF THE ROLLOVER LOAN
REPRESENTED THEREBY HAS BEEN REPAID; AND
24
(II)
THE ADMINISTRATIVE AGENT SHALL DELIVER THE APPLICABLE EXCHANGE
NOTES TO THE EXCHANGE NOTE TRUSTEE FOR AUTHENTICATION AND DELIVERY TO THE HOLDER
OR HOLDERS THEREOF SPECIFIED IN THE EXCHANGE NOTICE.
(C)
EACH EXCHANGE NOTE ISSUED PURSUANT TO THIS SECTION 2.03 SHALL
CONTINUE TO BEAR AND ACCRUE INTEREST AT THE RATE PER ANNUM APPLICABLE TO THE
ROLLOVER LOANS UNTIL SUCH RATE PER ANNUM SHALL BECOME FIXED IN ACCORDANCE WITH
THE TERMS OF THE EXCHANGE NOTE INDENTURE, IN WHICH CASE, THE APPLICABLE RATE PER
ANNUM SHALL BE DETERMINED PURSUANT TO THE EXCHANGE NOTE INDENTURE.
UNLESS
OTHERWISE PROVIDED IN THE EXCHANGE NOTE INDENTURE, ACCRUED BUT UNPAID INTEREST
ON ROLLOVER LOANS THROUGH THE DATE OF SUCH EXCHANGE SHALL BE PAID ON THE DATE OF
SUCH EXCHANGE, TOGETHER WITH ANY ADDITIONAL AMOUNTS REQUIRED PURSUANT TO SECTION
3.05, AND THE EXCHANGE NOTES RECEIVED IN SUCH EXCHANGE SHALL BEAR AND ACCRUE
INTEREST FROM AND INCLUDING THE DATE OF ISSUANCE OF SUCH EXCHANGE NOTE.
(D)
IF THE COVENANT RELEASE DATE SHALL HAVE OCCURRED, UPON DELIVERY OF
A COVENANT RELEASE NOTICE TO THE ADMINISTRATIVE AGENT, (A) THE OBLIGATIONS OF
THE BORROWER AND EACH OF ITS SUBSIDIARIES UNDER EACH OF THE COVENANTS SET FORTH
IN ARTICLE VI AND ARTICLE VII SHALL BE DISCHARGED AND RELEASED AND, THEREAFTER,
ANY FAILURE TO COMPLY WITH THOSE COVENANTS WILL NOT CONSTITUTE A DEFAULT OR
EVENT OF DEFAULT, (B) CONCURRENTLY WITH SUCH DISCHARGE AND RELEASE, EACH OF THE
COVENANTS SET FORTH IN THE EXCHANGE NOTE INDENTURE APPLICABLE TO THE BORROWER OR
THE "COMPANY", THE "ISSUER", A "GUARANTOR", A "SUBSIDIARY" OR A "RESTRICTED
SUBSIDIARY" THEREUNDER SHALL AUTOMATICALLY BE INCORPORATED HEREIN BY REFERENCE,
AND FORM A PART HEREOF, AND SHALL AUTOMATICALLY APPLY MUTATIS MUTANDIS TO THE
BORROWER AND EACH OF ITS SUBSIDIARIES HEREUNDER AS IF THE BORROWER WERE THE
"COMPANY" OR THE "ISSUER" THEREUNDER, EACH GUARANTOR WERE A "GUARANTOR"
THEREUNDER AND EACH SUBSIDIARY OF THE BORROWER WERE A "SUBSIDIARY" AND A
"RESTRICTED SUBSIDIARY" OR "UNRESTRICTED SUBSIDIARY" OF THE BORROWER, AS
APPLICABLE, THEREUNDER AND THE ADMINISTRATIVE AGENT WERE THE "TRUSTEE" OR
"INDENTURE TRUSTEE" THEREUNDER, AND THE BORROWER AND EACH OF ITS SUBSIDIARIES
SHALL BE, AND HEREBY AGREES THAT IT SHALL BE, BOUND BY THE TERMS OF SUCH
COVENANTS AS