Common use of Automatic Exchange Clause in Contracts

Automatic Exchange. Upon the occurrence of an Automatic Exchange Event (such time, the “Exchange Time”), the Notes, including accrued and unpaid interest thereon, will be exchanged automatically (the “Automatic Exchange”), without the consent of the Holders thereof, into Exchange Preferred Units. As of the Exchange Time, Holders will have the right to receive one Exchange Preferred Unit for each $25.00 principal amount of Notes held together with the number of Exchange Preferred Units (including fractional units, if applicable) calculated by dividing the amount of accrued and unpaid interest, if any, on the Notes, by $25.00. Such right will be automatically exercised, and the Notes shall be automatically exchanged, without the consent of the Holders of the Notes, into Exchange Preferred Units in accordance with such exchange procedures as shall be reasonably determined by the Issuer in consultation with the U.S. Trustee. At such time, all outstanding Notes shall be deemed to be immediately and automatically surrendered without need for further action by the Holders of the Notes, who shall thereupon automatically cease to be Holders thereof and all rights of each such Holder as a debtholder of the Issuer and as a beneficiary of the subordinated guarantees of the Guarantors shall automatically cease.

Automatic Exchange. Upon the occurrence of an Automatic Exchange Event (such time, the “Exchange Time”), the Notes, including accrued and unpaid interest thereon, will be exchanged automatically (the “Automatic Exchange”), without the consent of the Holders thereof, into Exchange Preferred Units. As of the Exchange Time, Holders will have the right to receive one Exchange Preferred Unit for each $25.00 1,000 principal amount of Notes held together with the number of Exchange Preferred Units (including fractional units, if applicable) calculated by dividing the amount of accrued and unpaid interest, if any, on the Notes, by $25.001,000. Such right will be automatically exercised, and the Notes shall be automatically exchanged, without the consent of the Holders of the Notes, into Exchange Preferred Units in accordance with such exchange procedures as shall be reasonably determined by the Issuer in consultation with the U.S. Trustee. At such time, all outstanding Notes shall be deemed to be immediately and automatically surrendered without need for further action by the Holders of the Notes, who shall thereupon automatically cease to be Holders thereof and all rights of each such Holder as a debtholder of the Issuer and as a beneficiary of the subordinated guarantees of the Guarantors shall automatically cease.