Exchange for Exchange Notes Sample Clauses

Exchange for Exchange Notes. (a) On the Conversion Date and on any Business Day from time to time thereafter, at the option of any Lender, the Loans of such Lender may be exchanged by such Lender in whole or in part for senior notes of the Borrower (the “Exchange Notes”) issued under the Exchange Notes Indenture, having an aggregate principal amount equal to the outstanding principal amount of such Loans or portion thereof. In connection with any such exchange on the Conversion Date, or, if no Loans are exchanged on the Conversion Date, on the date of the first issuance of Exchange Notes under the Exchange Notes Indenture, the applicable Lender will, at the time of such exchange, be entitled to receive accrued and unpaid interest on such Lender’s Loans being exchanged for Exchange Notes on such date. In connection with any exchange other than the first issuance of Exchange Notes under the Exchange Notes Indenture, the applicable Lender will, at the time of such exchange, (i) if the Net Interest Accrual is a negative number, pay an amount in cash to the Borrower equal to the absolute value of the Net Interest Accrual and (ii) if the Net Interest Accrual is a positive number, receive an amount in cash from the Borrower equal to the Net Interest Accrual (and, for avoidance of doubt, if the Net Interest Accrual is zero, no accrued and unpaid interest will be paid on such Lender’s Loans being exchanged, and no cash payment to the Borrower will be required in connection with such exchange). The terms of the Exchange Notes will be set forth in the Exchange Notes Indenture, and the Exchange Notes shall rank pari passu in right of payment with the Loans and any other “Senior Indebtedness” of the Borrower. (b) Each exchanging Lender shall provide the Borrower and the Administrative Agent prior irrevocable written notice of such exchange (each such notice, an “Exchange Notice”), substantially in the form of Exhibit M, at least ten Business Days prior to the date of exchange specified in such Exchange Notice. The Exchange Notice shall specify the principal amount of the Loans to be exchanged (which shall be, when taken together with Exchange Notices from other Lenders whose requested exchange has not yet been completed, at least $150.0 million or, if less than $150.0 million, the entire remaining aggregate principal amount of the Loans of such Lender), the date of exchange (the “Exchange Date”), which shall be a Business Day, and, subject to the terms of the Exchange Notes Indenture, the name and...

Exchange for Exchange Notes. (a) Upon surrender of any Note for exchange to the Note Registrar in accordance with the provisions of this Section 2.12, the Company shall use its reasonable best efforts to exchange such Note pursuant to Section 3(a)(9) of the Securities Act, at the holder’s option, for either (i) Exchange Notes in definitive form of like tenor and aggregate principal amount, or (ii) a beneficial interest of like tenor and aggregate principal amount in a “Global Note” (as defined in the Existing Indenture) representing Exchange Notes; provided that the holder of such Note is not then an “affiliate” (as defined in Rule 144 under the Securities Act) of the Company; and provided further that no such exchange shall be effected prior to: (i) in the case of any Note held by Emerging Corporate, one year after the last date of original issuance of the Notes; and (ii) in the case of any Note held by any other Person, the earlier of (A) the date such Note has been sold in a transaction complying with the requirements of Rule 144 under the Securities Act, if applicable, and (B) one year after the last date of original issuance of the Notes. (b) In order to exchange any Notes, the holder thereof must give written notice to the Company, substantially in the form of Exhibit E, of its election to exchange such Notes for Exchange Notes or a beneficial interest in a “Global Note” (as defined in the Existing Indenture) representing Exchange Notes and the principal amount of the Notes to be exchanged, and the Company shall use its reasonable best efforts to cause the exchange of such Notes for Exchange Notes or a beneficial interest in a “Global Note” (as defined in the Existing Indenture) representing Exchange Notes in accordance with the election of the holder and this Section 2.12. (c) Upon the valid issuance of Exchange Notes pursuant to the Existing Indenture in connection with an exchange of any Notes, such Notes shall be cancelled without further action necessary on the part of the Company, the holder or Trustee. The holder of such Notes shall not receive any cash payment for accrued and unpaid interest or Additional Interest, if any, on such Notes unless such exchange occurs after 5:00 p.m., New York City time, on an Interest Record Date and before the Interest Payment Date to which such Interest Record Date relates. Except in such case, the issuance of the relevant Exchange Notes in exchange for Notes in accordance with this Section 2.12 shall be deemed to satisfy the Company’s ob...