Common use of Exchange of Exchanged Notes Clause in Contracts

Exchange of Exchanged Notes. Subject to the terms and conditions set forth in this Agreement, at the Closing (as defined herein) each of the Holders shall assign, transfer and deliver to the Issuer all of its right, title and interest in and to all of the Old Notes held by the Holders (or certain funds and/or accounts for which the Holders act as investment advisor) as of the date hereof, as set forth on Schedule I hereto (the “Exchanged Notes”), free and clear of any Lien, and the Issuer and the Company, as applicable, shall issue and deliver to each Holder, which shall be in full satisfaction of all obligations of the Issuer under the Exchanged Notes (including in respect of any accrued and unpaid interest), of: (a) for each $1,000 aggregate principal amount of 2022 Notes validly exchanged pursuant to this Section 1.1 and Section 5.1, (i) $720 aggregate principal amount of New Notes issued by the Issuer and (ii) 14.0 Warrants issued by the Company; (b) for each $1,000 aggregate principal amount of 2025 Notes validly exchanged pursuant to Section 1.1 and Section 5.1, (i) $660 aggregate principal amount of New Notes issued by the Issuer and (ii) 14.0 Warrants issued by the Company; and (c) in cash by wire transfer of immediately available funds to the bank account specified in writing by such Holder, all accrued and unpaid interest on the Exchanged Notes held by such Holder (or certain funds and/or accounts for which such Holder acts as investment advisor) to, but excluding, the Closing Date. Notwithstanding the foregoing, (x) the aggregate principal amount of New Notes to be issued to any Holder pursuant to this agreement shall not be in an amount less than $2,000 and shall be rounded down to the nearest integral multiple of $1,000, (y) the number of Warrants to be issued to any Holder pursuant to this Agreement shall be rounded down to the nearest whole number and (z) no interest shall accrue on the Exchanged Notes after the Closing Date.

Exchange of Exchanged Notes. Subject to the terms and conditions set forth in this Agreement, : (a) at the Closing (as defined herein) ), each of the Holders shall assign, transfer and deliver to the Issuer Company via deposit and withdrawal at custodian (“DWAC”) requests through the book-entry facilities of The Depository Trust Company (“DTC”), in accordance with Section 2.2(b)(i), all of its right, title and interest in and to all of the Old Existing Notes held by the such Holders (or certain funds and/or accounts for which the Holders act as investment advisor) as of the date hereof, Closing Date as set forth on Schedule I hereto (the “Exchanged Notes”), free and clear of any Lien, and the Issuer and the Company, as applicable, Company shall issue and deliver to each Holder, which shall be in full satisfaction of all obligations of the Issuer under the Exchanged Notes (including in respect of any accrued and unpaid interest), of: (a) for each $1,000 aggregate principal amount of 2022 Notes validly exchanged pursuant to this Section 1.1 and Section 5.1Exchanged Notes, (i) $720 aggregate 1,000 principal amount of New Notes issued by the Issuer and (ii) 14.0 Warrants validly issued by the Company;, free and clear of any Lien; and (b) for each $1,000 aggregate principal amount of 2025 Notes validly exchanged pursuant to Section 1.1 and Section 5.1, (i) $660 aggregate principal amount of New Notes issued by the Issuer and (ii) 14.0 Warrants issued by the Company; and (c) in cash by wire transfer of immediately available funds to the bank account specified in writing by such Holder, all any accrued and unpaid interest as of the Closing Date on the Exchanged Notes held by such each Holder (or certain funds and/or accounts for which such Holder acts as investment advisor) to, but excluding, shall be paid by the Company by wire transfer of immediately available funds to each Holder through the facilities of DTC on the first interest payment date under the New Indenture following the Closing Date. Notwithstanding the foregoing, (x) the aggregate principal amount of New Notes to be issued to any Holder pursuant to this agreement shall not be in an amount less than $2,000 and shall be rounded down to the nearest integral multiple of $1,000, 1,000 and (y) the number of Warrants to be issued to any Holder pursuant to this Agreement shall be rounded down to the nearest whole number and (z) no interest shall accrue on the Exchanged Notes after the Closing Datedate on which they are exchanged pursuant to this Agreement, except as provided in Section 2.3 below.

Exchange of Exchanged Notes. Subject to the terms and conditions set forth in this Agreement, each Holder hereby agrees, on its behalf and on behalf of certain funds and/or accounts for which such Holder acts as investment advisor, to exchange (the “Exchange”) at the Closing (as defined hereinbelow) each of the Holders shall assign, transfer and deliver to the Issuer all of its right, title and interest in and to all of the Old Notes held by the Holders (or certain funds and/or accounts for which the Holders act as investment advisor) as of the date hereof, as set forth on Schedule I hereto (the “Exchanged Notes”), free and clear of any Lien, and the Issuer and the Company, as applicable, shall issue and deliver to each Holder, which shall be in full satisfaction of all obligations of the Issuer under the Exchanged Notes (including in respect of any accrued and unpaid interest), of: (a) for each $1,000 aggregate principal amount of 2022 Notes validly exchanged pursuant to this Section 1.1 and Section 5.1, (i) $720 aggregate principal amount of New Notes issued by the Issuer and (ii) 14.0 Warrants issued by the Company; (b) for each $1,000 aggregate principal amount of 2025 Notes validly exchanged pursuant to Section 1.1 and Section 5.1, (i) $660 aggregate principal amount of New Notes issued by the Issuer and (ii) 14.0 Warrants issued by the Company; and (c) in cash by wire transfer of immediately available funds to the bank account specified in writing by such Holder, all accrued and unpaid interest on the Exchanged Notes held by such Holder (or certain funds and/or accounts for which such Holder acts as investment advisor) to), but excludingas set forth opposite such Holder’s name on Schedule I hereto, the Closing Date. Notwithstanding the foregoing, for Units consisting of (xi) the aggregate principal amount of New Third Lien Notes to be issued to any Holder pursuant to this agreement shall not be in an amount less than $2,000 set forth opposite such Holder’s name on Schedule I hereto and shall be rounded down to the nearest integral multiple of $1,000, (yii) the number of Warrants set forth opposite such Holder’s name on Schedule I hereto. Upon the surrender of the Exchanged Notes in exchange for the Units, all then outstanding principal amount of such Exchanged Notes, together with all interest accrued thereon up to and including the Closing Date (as defined below), shall be issued deemed satisfied and such Exchanged Notes shall be cancelled. Each Holder waives all rights to any Holder receive the interest payment scheduled for January 1, 2010 on its Exchanged Notes. Following the Closing, the Exchanged Notes exchanged pursuant to this Agreement shall cease to accrue interest. The principal amount of the Third Lien Notes to be issued shall be rounded down to the nearest whole number $1,000. The Units, the Third Lien Notes and (z) no interest shall accrue on the Warrants that are issued to Holders in exchange for the Exchanged Notes after are collectively referred to herein as the Closing Date“New Securities.”

Exchange of Exchanged Notes. Subject to the terms and conditions set forth in this Agreement, at the Closing (as defined herein) each of the Holders shall assign, transfer and deliver to the Issuer all of its right, title and interest in and to all of the Old Notes held by the Holders (or certain funds and/or accounts for which the Holders act as investment advisor) as of the date hereof, as set forth on Schedule I hereto (the “Exchanged Notes”), free and clear of any LienLien (as defined herein), and the Issuer and the Company, as applicable, shall issue and deliver to each Holder, which shall be in full satisfaction of all obligations of the Issuer under the Exchanged Notes (including in respect of any accrued and unpaid interest), of: (a) for each $1,000 aggregate principal amount of 2022 Notes validly exchanged pursuant to this Section 1.1 and Section 5.15.2, (i) $720 aggregate principal amount of New Notes issued by the Issuer and (ii) 14.0 Warrants issued by the Company; (b) for each $1,000 aggregate principal amount of 2025 Notes validly exchanged pursuant to Section 1.1 and Section 5.15.2, (i) $660 aggregate principal amount of New Notes issued by the Issuer and (ii) 14.0 Warrants issued by the Company; and (c) in cash by wire transfer of immediately available funds to the bank account specified in writing by such Holder, all accrued and unpaid interest on the Exchanged Notes held by such Holder (or certain funds and/or accounts for which such Holder acts as investment advisor) to, but excluding, the Closing Date. Notwithstanding the foregoing, (x) the aggregate principal amount of New Notes to be issued to any Holder pursuant to this agreement shall not be in an amount less than $2,000 and shall be rounded down to the nearest integral multiple of $1,000, (y) the number of Warrants to be issued to any Holder pursuant to this Agreement shall be rounded down to the nearest whole number and (z) no interest shall accrue on the Exchanged Notes after the Closing Date.

Exchange of Exchanged Notes. Subject to the terms and conditions set forth in this Agreement, at the Closing (as defined herein) each of the Holders shall shall: (a) assign, transfer and deliver to the Issuer all of its right, title and interest in and to all of the Old Notes held by the Holders (or certain funds and/or accounts for which the Holders act as investment advisor) as of the date hereof, as set forth on Schedule I hereto (the “Exchanged Notes”), free and clear of any LienLien (as defined herein); and (b) in cash by wire transfer of immediately available funds to the bank account specified in writing by the Company, an amount equal to all accrued and unpaid interest (including, without limitation, an amount in cash equal to accrued interest payable in kind on the New Notes) on the New Notes from December 21, 2018 through, but not including, the Closing Date (such amount, the “New Notes Accrued Interest”); and the Issuer and the Company, as applicable, shall issue and deliver to each Holder, which shall be deemed in full satisfaction of all obligations of the Issuer under the Exchanged Notes (Notes, including in respect of any accrued and unpaid interest), of: (ac) for each $1,000 aggregate principal amount of 2022 the Old Notes validly exchanged pursuant to this Section 1.1 and Section 5.11.1, (i) $720 600 aggregate principal amount of New Notes issued by the Issuer and (ii) 14.0 Warrants issued by the Company; (b) for each $1,000 aggregate principal amount of 2025 Notes validly exchanged pursuant to Section 1.1 and Section 5.1, (i) $660 aggregate principal amount of New Notes issued by the Issuer and (ii) 14.0 Warrants issued by the CompanyIssuer; and (cd) in cash by wire transfer of immediately available funds to the Holder’s bank account specified in writing by such Holderpursuant to the form of wire instructions attached hereto as Exhibit A, all accrued and unpaid interest on the Exchanged Notes held by such Holder (or certain funds and/or accounts for which such Holder acts as investment advisor) to, but excluding, the date hereof (such amount, the “Old Notes Accrued Interest”); provided, however, that any such cash payment by the Company of Old Notes Accrued Interest (subject to any right of setoff as provided in Section 1.2 below) will be delivered no later than one Business Day after the Closing Dateoccurs. Notwithstanding the foregoing, (x) the aggregate principal amount of New Notes to be issued to any Holder pursuant to this agreement shall will not be in an amount less than $2,000 and shall will be rounded down to the nearest integral multiple of $1,000, 1,000 and (y) the number of Warrants to be issued to any Holder pursuant to this Agreement shall be rounded down to the nearest whole number and (z) no interest shall will accrue on the Exchanged Notes after the Closing Datedate hereof.

Exchange of Exchanged Notes. Subject to the terms and conditions set forth in this Agreement, at the Closing (as defined herein) each of the Holders shall shall: (a) assign, transfer and deliver to the Issuer all of its right, title and interest in and to all of the Old Notes held by the Holders (or certain funds and/or accounts for which the Holders act as investment advisor) as of the date hereof, as set forth on Schedule I hereto (the “Exchanged Notes”), free and clear of any LienLien (as defined herein); and (b) in cash by wire transfer of immediately available funds to the bank account specified in writing by the Company, an amount equal to all accrued and unpaid interest (including, without limitation, an amount in cash equal to accrued interest payable in kind on the New Notes) on the New Notes from December 21, 2018 through, but not including, the Closing Date (such amount, the “New Notes Accrued Interest”); and the Issuer and the Company, as applicable, shall issue and deliver to each Holder, which shall be deemed in full satisfaction of all obligations of the Issuer under the Exchanged Notes (Notes, including in respect of any accrued and unpaid interest), of: (ac) for each $1,000 aggregate principal amount of 2022 the Old Notes validly exchanged pursuant to this Section 1.1 and Section 5.11.1, (i) $720 600 aggregate principal amount of New Notes issued by the Issuer and (ii) 14.0 Warrants issued by the Company; (b) for each $1,000 aggregate principal amount of 2025 Notes validly exchanged pursuant to Section 1.1 and Section 5.1, (i) $660 aggregate principal amount of New Notes issued by the Issuer and (ii) 14.0 Warrants issued by the CompanyIssuer; and (cd) in cash by wire transfer of immediately available funds to the each Holder’s bank account specified in writing by such Holder, all accrued and unpaid interest on the Exchanged Notes held by such Holder (or certain funds and/or accounts for which such Holder acts as investment advisor) to, but excluding, the date hereof (such amount, the “Old Notes Accrued Interest”); provided, however, that any such cash payment by the Company of Old Notes Accrued Interest (subject to any right of setoff as provided in Section 1.2 below) will be delivered no later than one Business Day after the Closing Dateoccurs. Notwithstanding the foregoing, (x) the aggregate principal amount of New Notes to be issued to any Holder pursuant to this agreement shall will not be in an amount less than $2,000 and shall will be rounded down to the nearest integral multiple of $1,000, 1,000 and (y) the number of Warrants to be issued to any Holder pursuant to this Agreement shall be rounded down to the nearest whole number and (z) no interest shall will accrue on the Exchanged Notes after the Closing Datedate hereof.