Exchange Notes Clause Samples
The "Exchange Notes" clause outlines the terms and procedures for exchanging promissory notes or similar debt instruments between parties. Typically, this clause specifies the conditions under which notes may be exchanged, such as upon maturity, default, or at the request of one party, and may detail the form, timing, and documentation required for the exchange. Its core practical function is to provide a clear and standardized process for replacing or substituting notes, thereby reducing confusion and ensuring both parties understand their rights and obligations regarding the transfer or replacement of these financial instruments.
POPULAR SAMPLE Copied 2 times
Exchange Notes. (a) Subject to satisfaction of the provisions of this Section 2.21 and in reliance upon the representations and warranties of the Borrower herein set forth, on and after the 15th Business Day prior to the Bridge Term Loan Maturity Date and, if the Rollover Conversion occurs, at any time on and after the Bridge Term Loan Maturity Date, each Lender will have the option to notify (an “Exchange Notice”) the Administrative Agent in writing of its request for exchange notes (individually, an “Exchange Note” and collectively, the “Exchange Notes”) in a dollar for dollar exchange at par value for an equal principal amount of all or a portion of its outstanding Loans hereunder; provided that in no event shall any Exchange Notes be issued prior to the Bridge Term Loan Maturity Date. Each Lender’s Exchange Notice shall specify the aggregate principal amount of outstanding Loans that such Lender desires to exchange for Exchange Notes pursuant to this Section 2.21, which shall be in a minimum amount of $1,000,000 (and integral multiples of $1,000 in excess thereof) and, subject to the limitations set forth in the Exchange Note Indenture, shall be Exchange Notes bearing interest at the Second Lien Bridge Total Cap.
(b) Notwithstanding the foregoing, such Lender’s Loans shall only be exchanged for Exchange Notes hereunder upon the occurrence of an Exchange Trigger Event, notice of which shall be provided to the Borrower and all such Lenders by the Administrative Agent. Upon receipt of notice of an Exchange Trigger Event, the Borrower shall set a date (each, an “Exchange Date”) for the exchange of Loans for Exchange Notes, which date shall be no less than 10 Business Days and no more than 15 Business Days after its receipt of notice of an Exchange Trigger Event.
(c) On each Exchange Date, the Borrower shall execute and deliver, and use commercially reasonable efforts to cause the Exchange Note Trustee to authenticate and deliver, to each Lender or as directed by such Lender that exchanges Loans, an Exchange Note in the principal amount equal to 100% of the aggregate outstanding principal amount of such Loans (or portion thereof) for which each such Exchange Note is being exchanged. The Exchange Notes shall be governed by the Exchange Note Indenture. Upon issuance of the Exchange Notes to a Lender in accordance with this Section 2.21, a corresponding amount of the Loans of such Lender shall be deemed to have been cancelled.
(d) The Borrower shall, as promptly as practicabl...
Exchange Notes. The 6.500% Notes due 2029 of the same series under the Indenture as the Notes, to be issued to Holders in exchange for Registrable Notes pursuant to this Agreement.
Exchange Notes. The 5.25% Senior Notes due 2022 of the same series under the Indenture as the New Notes, to be issued to Holders in exchange for Registrable Securities pursuant to this Agreement.
Exchange Notes. The Company’s 10.875% Senior Notes due 2018 to be issued pursuant to the Indenture: (i) in the Exchange Offer or (ii) as contemplated by Section 4 hereof.
Exchange Notes. (a) The Borrower shall, as promptly as practicable after being requested to do so by one or more Lenders at any time on or after the Initial Maturity Date (unless the Borrower has given the Administrative Agent notice of prepayment of the Loans pursuant to Section 2.05) and no later than the applicable Exchange Date, (i) select a bank or trust company reasonably acceptable to the Required Lenders to act as Exchange Note Trustee, (ii) enter into the Exchange Documents and the Exchange Registration Rights Agreement, (iii) deliver an offering memorandum relating to the sale of the Exchange Notes which shall include information regarding the Borrower and its Subsidiaries of the type customarily including in private placements under Rule 144A of the Securities Act including financial statements, pro forma financial statements, business and other financial data of the type required in a registered offering by Regulation S-X and Regulation S-K under the Securities Act (other than Rule 3-10 and Rule 3-16 of Regulation S-X and subject to exceptions customary for private placements pursuant to Rule 144A promulgated under the Securities Act) or that would be necessary for the holders of Exchange Notes to receive customary (for high yield debt securities) “comfort” (including “negative assurance” comfort) from independent accountants in connection with the offering of the Exchange Notes, and in the case of the annual financial statements, the auditors’ reports thereon, (iv) in connection with a resale of Exchange Notes, use commercially reasonable efforts to cause the accountants for the Borrower (and, if applicable, the Target) to deliver “comfort letters” customarily delivered in offerings under Rule 144A promulgated under the Securities Act, (v) deliver copies of resolutions of the Board of Directors of the Borrower and each Guarantor approving the execution and delivery of the Exchange Documents and the Exchange Registration Rights Agreement, together with a customary certificate of the Borrower or such Guarantor certifying such resolutions and (vi) 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 and the Exchange Registration Rights Agreement...
Exchange Notes. Senior Secured Notes due 2012 of the Company registered under the Securities Act, identical in all material respects to the Notes, including the guarantees endorsed thereon, except for restrictive legends and additional interest provisions.
Exchange Notes. The 6.5% Senior Notes due 2021, including the related guarantees of such notes by the Guarantors pursuant to the Indenture, to be issued pursuant to the Indenture: (i) in the Exchange Offer or (ii) as contemplated by Section 4 hereof.
Exchange Notes. The 4.70% Notes due 2027 of the same series under the Indenture as the Notes, to be issued to Holders in exchange for Registrable Notes pursuant to this Agreement. FINRA: Financial Industry Regulatory Authority, Inc.
Exchange Notes. (a) The Borrower shall, as promptly as practicable upon the reasonable request of the Administrative Agent at any time on or after the Initial Borrowing Date, (i) select a bank or trust company, reasonably acceptable to the Administrative Agent, to act as Exchange Note Trustee, (ii) complete, and enter into, the Exchange Documents 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 with respect to due authorization, execution and delivery; validity; and enforceability of the Exchange Documents).
(b) 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), on or after the Initial 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 Documents if such Exchange Note 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 an applicable Exchange Note dated the date of the issuance of such Exchange Note 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 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, (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 Loans to be exchanged pursuant to this Section 6.18.
(c) Upon the Covenant Date, each Loan that is not then due or subject to repayment under Section 2.5 shall be automatically exchanged for a Series A Exchange Note, such Exchange Note to be dated the Covenant Date and bearing interes...
Exchange Notes. (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 an “Exchange”); provided that at least $50.0 million (or such lesser amount acceptable to Borrower) in aggregate principal amount of Loans are exchanged. In connection with any such Exchange, the applicable Lender will not, at the 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 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 (even if such date is prior to the first issuance of Exchange Notes.
(b) The Exchange Notes shall:
(i) rank pari passu with the Loans to the extent that the Loans remains outstanding;
(ii) be issued pursuant to and shall be governed by and construed solely in accordance with the Exchange Notes 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 U.S. Federal and state courts of the State of New York and waive any right to trial by jury in connection with disputes arising under the Exchange Notes. The principal amount of the Exchange Notes in any Exchange will equal 100% of the aggregate principal amount of the Loan for which they are exchanged and shall be issued at an issue price equal to such principal amount of the Loan for which they are exchanged.
(c) Each Exchange Note in an Exchange shall:
(i) be denominated in United States dollars;
(ii) bear interest at a fixed rate per annum (computed on the basis of a 360-day year, in each case for the actual number of days elapsed in the period 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 accru...