Exchange of Notes. A Noteholder may exchange Notes for other Notes of the same Class by surrendering the Notes to be exchanged at the office or agency of the Issuer maintained under Section 3.2. If the requirements of Section 8-401(a) of the UCC are met, the Issuer will execute, the Indenture Trustee will authenticate and the Noteholder will receive from the Indenture Trustee new Notes of the same Class, in the same principal amount.
Exchange of Notes. At any time and from time to time, upon not less than ten days' notice to that effect given by any Holder of any Note initially delivered or of any Note substituted therefor pursuant to Section 10.1, this Section 10.2 or Section 10.3 and upon surrender of any Note to the Company at its office, the Company will deliver in exchange therefor, without expense to such Holder, except as set forth below, Notes for the same aggregate principal amount as the then unpaid principal amount of the Note so surrendered, in a denomination equal to the Note so surrendered or in such other denomination equal to or in excess of $5,000 as such Holder shall specify, dated as of the date to which interest has been paid on the Note so surrendered or, if such surrender is prior to the payment of any interest thereon, then dated as of the date of issue, registered in the name of such Person or Persons as may be designated by such Holder, and otherwise of the same form and tenor as the Note so surrendered for exchange. The Company may require the payment of a sum sufficient to cover any stamp tax or governmental charge imposed upon such exchange or transfer.
Exchange of Notes. Subject to Section 5.4, upon surrender for transfer of any Note of any Series or Class at the Place of Payment, the Issuer may execute, and, upon receipt of the documents required by Section 6.3 and such surrendered Note, together with an Issuer’s Certificate, the Indenture Trustee will authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of such Series or Class of any authorized denominations, of a like aggregate Initial Note Balance and Stated Maturity Date and of like terms. Subject to Section 5.4, Notes of any Series or Class may be exchanged for other Notes of such Series or Class of any authorized denominations, of a like aggregate Initial Note Balance and Stated Maturity Date and of like terms, upon surrender of the Notes to be exchanged at the Place of Payment. Whenever any Notes are so surrendered for exchange, the Issuer will execute, and the Indenture Trustee or the related Authenticating Agent will authenticate and deliver the Notes which the Noteholders making the exchange are entitled to receive.
Exchange of Notes. (a) Upon the presentation and surrender by any Noteholder of its Class M Note(s) or MAC Note(s), as applicable, in the appropriate combination as set forth on Exhibit A, such Noteholder shall hereunder transfer, assign, set over and otherwise convey to the Exchange Administrator, all of such Noteholder’s right, title and interest in and to such Class M Note(s) or MAC Note(s), as applicable.
(b) The Class M Notes and the MAC Notes, as applicable, shall be exchangeable on the books of DTC for the Class M Notes or MAC Notes, as applicable, at any time on or after the Initial Exchange Date, in accordance with the terms and conditions set forth in, and otherwise in accordance with the procedures specified in, Section 4 hereof.
(c) The Class M Notes and MAC Notes exchanged pursuant to this Agreement shall have the characteristics set forth in the Debt Agreement, and shall be subject to the terms and provisions set forth therein.
(d) The Class M Notes may be exchanged, in whole or in part, for the MAC Notes, and vice versa, in accordance with the Combinations, and subject to the constraints, set forth on Exhibit A.
(e) There shall be no limitation on the number of exchanges authorized pursuant to this Agreement, and, except as provided below, no fee or other charge shall be payable to the Exchange Administrator or DTC in connection therewith.
Exchange of Notes. (a) Upon the presentation and surrender by any Noteholder of its Exchangeable Note(s) or MAC Note(s), as applicable, in the appropriate combination as set forth on Exhibit A, such Noteholder shall hereunder transfer, assign, set over and otherwise convey to the Exchange Administrator, all of such Noteholder’s right, title and interest in and to such Exchangeable Note(s) or MAC Note(s), as applicable.
(b) The Exchangeable Notes and the MAC Notes, as applicable, shall be exchangeable on the books of DTC for the Exchangeable Notes or MAC Notes, as applicable, in accordance with the terms and conditions set forth in, and otherwise in accordance with the procedures specified in, Section 4 hereof, and as follows:
(1) The Class M-3A and Class M-3B Notes may be exchanged, in whole or in part, for the Class M-3 Notes, and vice versa, pursuant to Combination 2 described in Exhibit A, at any time on or after the Closing Date. On the Closing Date, the Class M-3A and Class M-3B Notes will be deemed to have been exchanged in their entirety for the Class M-3 Notes (without payment of any exchange fee referenced in Section 4(b) below).
(2) The Class M-2 Notes and the Class M-3A Notes may be exchanged in whole or in part, for the corresponding MAC Notes, and vice versa, pursuant to Combination 1 and Combination 3 described in Exhibit A, respectively, at any time on or after the Strip Initial Exchange Date.
(c) The Exchangeable Notes and MAC Notes exchanged pursuant to this Agreement shall have the characteristics set forth in the Debt Agreement, and shall be subject to the terms and provisions set forth therein.
(d) The Exchangeable Notes may be exchanged, in whole or in part, for the MAC Notes, and vice versa, in accordance with the Combinations, and subject to the constraints, set forth on Exhibit A.
(e) There shall be no limitation on the number of exchanges authorized pursuant to this Agreement, and, except as provided below, no fee or other charge shall be payable to the Exchange Administrator or DTC in connection therewith.
Exchange of Notes. Prior to a Series B Preferred Conversion Event, in the event the Company consummates a reorganization pursuant to which a holding company ("Newco") is created which owns all of the outstanding stock of the Company, then the Company and the Purchaser shall enter into an exchange agreement, in a form reasonably acceptable to the Requisite Purchasers and the Agent, pursuant to which the Purchased Notes will be exchanged for convertible notes (the "Exchanged Notes"), of Newco, which Exchanged Notes shall be economically identical to the Purchased Notes, including its rights, privileges and benefits, and shall be otherwise in a form and substance reasonably acceptable to the Purchaser. The conditions of such exchange shall include the following: (i) a Default shall not have occurred and be continuing; (ii) the exchange shall qualify as a tax-free exchange under the Code; (iii) the Exchanged Notes shall be governed by and entitled to all the benefits of this Agreement (as if such Exchanged Notes were issued on the Closing Date pursuant to the terms of this Agreement); (iv) in the case of any Purchaser acquiring Purchased Notes on a Closing Date, for purposes of determining the applicable holding period for such Purchased Notes under Rule 144(d), the Exchanged Notes shall be deemed to have been acquired at the Closing at which such Notes were purchased; (v) legal counsel to the Company shall deliver a legal opinion addressed to the Purchasers, dated as of the date of such exchange, in a form reasonably acceptable to the Requisite Purchasers; and (vi) the Company and Newco shall covenant to the Purchasers that (x) at no time shall the Company cease to be a wholly-owned subsidiary of Newco and (y) neither the Company nor Newco shall enter into any agreement which would restrict the Company's ability to pay dividends or make any other distributions to Newco.
Exchange of Notes. At any time and from time to time, upon not less than ten days' notice to that effect given by the holder of any Note initially delivered or of any Note substituted therefor pursuant to SECTION 9.1, this SECTION 9.2 or SECTION 9.3, and, upon surrender of such Note at its office, the Company will deliver in exchange therefor, without expense to such holder, except as set forth below, a Note of the same series and tranche, if any, for the same aggregate principal amount as the then unpaid principal amount of the Note so surrendered, or Notes in the denomination of $100,000 (or such lesser amount as shall constitute 100% of the Notes of such holder) or any amount in excess thereof as such holder shall specify, dated as of the date to which interest has been paid on the Note so surrendered or, if such surrender is prior to the payment of any interest thereon, then dated as of the date of issue, registered in the name of such Person or Persons as may be designated by such holder, and otherwise of the same form and tenor as the Notes so surrendered for exchange. The Company may require the payment of a sum sufficient to cover any stamp tax or governmental charge imposed upon such exchange or transfer.
Exchange of Notes. At any time, at its expense upon written request of the holder of a Note and surrender of the Note for such purpose, issue new Notes in exchange therefor in such denominations of at least $1,000,000 (or such smaller amount equal to the then outstanding principal amount of such Note) as shall be specified by the holder of such Note, in an aggregate principal amount equal to the then unpaid principal amount of the Note surrendered and substantially in the form of Exhibit A, with appropriate insertions and variations, and bearing interest from the date to which interest has been paid on the Note surrendered.
Exchange of Notes. Upon receipt of a written notice of loss, theft, destruction or mutilation of a Note and of a letter of indemnity from the affected Lender or its successors or assigns, and upon surrendering for cancellation such Note if mutilated (in which event no indemnity shall be required), the Borrower shall execute and deliver a new Note of like tenor in lieu of such lost, stolen, destroyed or mutilated Note, as the case may be.
Exchange of Notes. Upon surrender of any Note at the office of the Company maintained pursuant to Section 7.3 hereof duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder's attorney duly authorized in writing, the Company shall execute and deliver, at the Company's expense (except as provided below), new Notes in exchange therefor, in denominations of at least Fifty Thousand Dollars ($50,000) (except as may be necessary to reflect any principal amount not evenly divisible by Fifty Thousand Dollars ($50,000)), in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit A hereto. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes.
