Common use of Exchange of Notes Clause in Contracts

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. (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 M-2A and Class M-3B M-2B Notes may be exchanged, in whole or in part, for the Class M-3 M-2 Notes, and vice versa, pursuant to Combination 2 1 described in Exhibit A, at any time on or after the Closing Date. On the Closing Date, the Class M-3A M-2A and Class M-3B M-2B Notes will be deemed to have been exchanged in their entirety for the Class M-3 M-2 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 exchanged, in whole or in part, for the corresponding MAC Class M- 2R and Class M-2I Notes, and vice versa, pursuant to Combination 1 and Combination 3 2 described in Exhibit A, respectively, A at any time on or after the Strip Initial Exchange Date; (3) The Class M-2 Notes may be exchanged, in whole or in part, for the Class M- 2S and Class M-2I Notes, and vice versa, pursuant to Combination 3 described in Exhibit A at any time on or after the Initial Exchange Date; (4) The Class M-2 Notes may be exchanged, in whole or in part, for the Class M- 2T and Class M-2I Notes, and vice versa, pursuant to Combination 4 described in Exhibit A at any time on or after the Initial Exchange Date; (5) The Class M-2 Notes may be exchanged, in whole or in part, for the Class M- 2U and Class M-2I Notes, and vice versa, pursuant to Combination 5 described in Exhibit A at any time on or after the Initial Exchange Date; (6) The Class M-2A Notes may be exchanged, in whole or in part, for the Class M- 2AR and Class M-2AI Notes, and vice versa, pursuant to Combination 6 described in Exhibit A at any time on or after the Initial Exchange Date; (7) The Class M-2A Notes may be exchanged, in whole or in part, for the Class M- 2AS and Class M-2AI Notes, and vice versa, pursuant to Combination 7 described in Exhibit A at any time on or after the Initial Exchange Date; (8) The Class M-2A Notes may be exchanged, in whole or in part, for the Class M- 2AT and Class M-2AI Notes, and vice versa, pursuant to Combination 8 described in Exhibit A at any time on or after the Initial Exchange Date; (9) The Class M-2A Notes may be exchanged, in whole or in part, for the Class M- 2AU and Class M-2AI Notes, and vice versa, pursuant to Combination 9 described in Exhibit A at any time on or after the Initial Exchange Date; (10) The Class M-2B Notes may be exchanged, in whole or in part, for the Class M-2BR and Class M-2BI Notes, and vice versa, pursuant to Combination 10 described in Exhibit A at any time on or after the Initial Exchange Date; (11) The Class M-2B Notes may be exchanged, in whole or in part, for the Class M-2BS and Class M-2BI Notes, and vice versa, pursuant to Combination 11 described in Exhibit A at any time on or after the Initial Exchange Date; (12) The Class M-2B Notes may be exchanged, in whole or in part, for the Class M-2BT and Class M-2BI Notes, and vice versa, pursuant to Combination 12 described in Exhibit A at any time on or after the Initial Exchange Date; and (13) The Class M-2B Notes may be exchanged, in whole or in part, for the Class M-2BU and Class M-2BI Notes, and vice versa, pursuant to Combination 13 described in Exhibit A at any time on or after the 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. If the Class M-2 Notes have been exchanged for other Classes of MAC Notes pursuant to Combination 2, 3, 4 or 5, the Classes of MAC Notes held after the exchange will be treated in the same manner as if the Class M-2 Notes had been exchanged directly for the Class M-2A and Class M-2B Notes and then the Class M-2A and Class M-2B Notes had been exchanged pursuant to (i) Combinations 6 and 10, in the case of Combination 2, (ii) Combinations 7 and 11, in the case of Combination 3, (iii) Combinations 8 and 12, in the case of Combination 4 and (iv) Combinations 9 and 13, in the case of Combination 5. (di) The Exchangeable Notes may be exchanged, in whole or in part, for the MAC Notes, and vice versa, and (ii) certain Classes of MAC Notes may be further exchanged, in whole or in part, for other Classes of MAC Notes, and vice versa, in each case 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 M-2A and Class M-3B M-2B Notes may be exchanged, in whole or in part, for the Class M-3 M-2 Notes, and vice versa, pursuant to Combination 2 1 described in Exhibit A, at any time on or after the Closing Date. On the Closing Date, the Class M-3A M-2A and Class M-3B M-2B Notes will be deemed to have been exchanged in their entirety for the Class M-3 M-2 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 exchanged, in whole or in part, for the corresponding MAC Class M- 2R and Class M-2I Notes, and vice versa, pursuant to Combination 1 and Combination 3 2 described in Exhibit A, respectively, A at any time on or after the Strip Initial Exchange Date; (3) The Class M-2 Notes may be exchanged, in whole or in part, for the Class M- 2S and Class M-2I Notes, and vice versa, pursuant to Combination 3 described in Exhibit A at any time on or after the Initial Exchange Date; (4) The Class M-2 Notes may be exchanged, in whole or in part, for the Class M- 2T and Class M-2I Notes, and vice versa, pursuant to Combination 4 described in Exhibit A at any time on or after the Initial Exchange Date; (5) The Class M-2 Notes may be exchanged, in whole or in part, for the Class M- 2U and Class M-2I Notes, and vice versa, pursuant to Combination 5 described in Exhibit A at any time on or after the Initial Exchange Date; (6) The Class M-2A Notes may be exchanged, in whole or in part, for the Class M-2AR and Class M-2AI Notes, and vice versa, pursuant to Combination 6 described in Exhibit A at any time on or after the Initial Exchange Date; (7) The Class M-2A Notes may be exchanged, in whole or in part, for the Class M-2AS and Class M-2AI Notes, and vice versa, pursuant to Combination 7 described in Exhibit A at any time on or after the Initial Exchange Date; (8) The Class M-2A Notes may be exchanged, in whole or in part, for the Class M-2AT and Class M-2AI Notes, and vice versa, pursuant to Combination 8 described in Exhibit A at any time on or after the Initial Exchange Date; (9) The Class M-2A Notes may be exchanged, in whole or in part, for the Class M-2AU and Class M-2AI Notes, and vice versa, pursuant to Combination 9 described in Exhibit A at any time on or after the Initial Exchange Date; (10) The Class M-2B Notes may be exchanged, in whole or in part, for the Class M-2BR and Class M-2BI Notes, and vice versa, pursuant to Combination 10 described in Exhibit A at any time on or after the Initial Exchange Date; (11) The Class M-2B Notes may be exchanged, in whole or in part, for the Class M-2BS and Class M-2BI Notes, and vice versa, pursuant to Combination 11 described in Exhibit A at any time on or after the Initial Exchange Date; (12) The Class M-2B Notes may be exchanged, in whole or in part, for the Class M-2BT and Class M-2BI Notes, and vice versa, pursuant to Combination 12 described in Exhibit A at any time on or after the Initial Exchange Date; and (13) The Class M-2B Notes may be exchanged, in whole or in part, for the Class M-2BU and Class M-2BI Notes, and vice versa, pursuant to Combination 13 described in Exhibit A at any time on or after the 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. If the Class M-2 Notes have been exchanged for other Classes of MAC Notes pursuant to Combination 2, 3, 4 or 5, the Classes of MAC Notes held after the exchange will be treated in the same manner as if the Class M-2 Notes had been exchanged directly for the Class M-2A and Class M-2B Notes and then the Class M-2A and Class M-2B Notes had been exchanged pursuant to (i) Combinations 6 and 10, in the case of Combination 2, (ii) Combinations 7 and 11, in the case of Combination 3, (iii) Combinations 8 and 12, in the case of Combination 4 and (iv) Combinations 9 and 13, in the case of Combination 5. (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. (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 Except with respect to the Closing Date Deemed Exchange, the Class M-3A M-2A and Class M-3B M-2B Notes may be exchanged, in whole or in part, for the Class M-3 M- 2 Notes, and vice versa, pursuant to Combination 1 described in Exhibit A at any time on or after the Initial Exchange Date; (2) The Class M-2 Notes may be exchanged, in whole or in part, for the Class M- 2R and Class M-2I Notes, and vice versa, pursuant to Combination 2 described in Exhibit A, A at any time on or after the Closing Initial Exchange 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).; (23) The Class M-2 Notes and the Class M-3A Notes may be exchanged exchanged, in whole or in part, for the corresponding MAC Class M- 2S and Class M-2I Notes, and vice versa, pursuant to Combination 1 and Combination 3 described in Exhibit A, respectively, A at any time on or after the Strip Initial Exchange Date; (4) The Class M-2 Notes may be exchanged, in whole or in part, for the Class M- 2T and Class M-2I Notes, and vice versa, pursuant to Combination 4 described in Exhibit A at any time on or after the Initial Exchange Date; (5) The Class M-2 Notes may be exchanged, in whole or in part, for the Class M- 2U and Class M-2I Notes, and vice versa, pursuant to Combination 5 described in Exhibit A at any time on or after the Initial Exchange Date; (6) The Class M-2A Notes may be exchanged, in whole or in part, for the Class M- 2AR and Class M-2AI Notes, and vice versa, pursuant to Combination 6 described in Exhibit A at any time on or after the Initial Exchange Date; (7) The Class M-2A Notes may be exchanged, in whole or in part, for the Class M- 2AS and Class M-2AI Notes, and vice versa, pursuant to Combination 7 described in Exhibit A at any time on or after the Initial Exchange Date; (8) The Class M-2A Notes may be exchanged, in whole or in part, for the Class M- 2AT and Class M-2AI Notes, and vice versa, pursuant to Combination 8 described in Exhibit A at any time on or after the Initial Exchange Date; (9) The Class M-2A Notes may be exchanged, in whole or in part, for the Class M- 2AU and Class M-2AI Notes, and vice versa, pursuant to Combination 9 described in Exhibit A at any time on or after the Initial Exchange Date; (10) The Class M-2B Notes may be exchanged, in whole or in part, for the Class M-2BR and Class M-2BI Notes, and vice versa, pursuant to Combination 10 described in Exhibit A at any time on or after the Initial Exchange Date; (11) The Class M-2B Notes may be exchanged, in whole or in part, for the Class M-2BS and Class M-2BI Notes, and vice versa, pursuant to Combination 11 described in Exhibit A at any time on or after the Initial Exchange Date; (12) The Class M-2B Notes may be exchanged, in whole or in part, for the Class M-2BT and Class M-2BI Notes, and vice versa, pursuant to Combination 12 described in Exhibit A at any time on or after the Initial Exchange Date; and (13) The Class M-2B Notes may be exchanged, in whole or in part, for the Class M-2BU and Class M-2BI Notes, and vice versa, pursuant to Combination 13 described in Exhibit A at any time on or after the 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. If the Class M-2 Notes have been exchanged for other Classes of MAC Notes pursuant to Combination 2, 3, 4 or 5, the Classes of MAC Notes held after the exchange will be treated in the same manner as if the Class M-2 Notes had been exchanged directly for the Class M-2A and Class M-2B Notes and then the Class M-2A and Class M-2B Notes had been exchanged pursuant to (i) Combinations 6 and 10, in the case of Combination 2, (ii) Combinations 7 and 11, in the case of Combination 3, (iii) Combinations 8 and 12, in the case of Combination 4 and (iv) Combinations 9 and 13, in the case of Combination 5. (di) The Exchangeable Notes may be exchanged, in whole or in part, for the MAC Notes, and vice versa, and (ii) certain Classes of MAC Notes may be further exchanged, in whole or in part, for other Classes of MAC Notes, and vice versa, in each case 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. (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 M-2A and Class M-3B M-2B Notes may be exchanged, in whole or in part, for the Class M-3 M-2 Notes, and vice versa, pursuant to Combination 2 1 described in Exhibit A, at any time on or after the Closing Date. On the Closing Date, the Class M-3A M-2A and Class M-3B M-2B Notes will be deemed to have been exchanged in their entirety for the Class M-3 M-2 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 exchanged, in whole or in part, for the corresponding MAC Class M- 2R and Class M-2I Notes, and vice versa, pursuant to Combination 1 and Combination 3 2 described in Exhibit A, respectively, A at any time on or after the Strip Initial Exchange Date; (3) The Class M-2 Notes may be exchanged, in whole or in part, for the Class M- 2S and Class M-2I Notes, and vice versa, pursuant to Combination 3 described in Exhibit A at any time on or after the Initial Exchange Date; (4) The Class M-2 Notes may be exchanged, in whole or in part, for the Class M- 2T and Class M-2I Notes, and vice versa, pursuant to Combination 4 described in Exhibit A at any time on or after the Initial Exchange Date; (5) The Class M-2 Notes may be exchanged, in whole or in part, for the Class M- 2U and Class M-2I Notes, and vice versa, pursuant to Combination 5 described in Exhibit A at any time on or after the Initial Exchange Date; (6) The Class M-2A Notes may be exchanged, in whole or in part, for the Class M- 2AR and Class M-2AI Notes, and vice versa, pursuant to Combination 6 described in Exhibit A at any time on or after the Initial Exchange Date; (7) The Class M-2A Notes may be exchanged, in whole or in part, for the Class M- 2AS and Class M-2AI Notes, and vice versa, pursuant to Combination 7 described in Exhibit A at any time on or after the Initial Exchange Date; (8) The Class M-2A Notes may be exchanged, in whole or in part, for the Class M- 2AT and Class M-2AI Notes, and vice versa, pursuant to Combination 8 described in Exhibit A at any time on or after the Initial Exchange Date; (9) The Class M-2A Notes may be exchanged, in whole or in part, for the Class M- 2AU and Class M-2AI Notes, and vice versa, pursuant to Combination 9 described in Exhibit A at any time on or after the Initial Exchange Date; (10) The Class M-2B Notes may be exchanged, in whole or in part, for the Class M-2BR and Class M-2BI Notes, and vice versa, pursuant to Combination 10 described in Exhibit A at any time on or after the Initial Exchange Date; (11) The Class M-2B Notes may be exchanged, in whole or in part, for the Class M-2BS and Class M-2BI Notes, and vice versa, pursuant to Combination 11 described in Exhibit A at any time on or after the Initial Exchange Date; (12) The Class M-2B Notes may be exchanged, in whole or in part, for the Class M-2BT and Class M-2BI Notes, and vice versa, pursuant to Combination 12 described in Exhibit A at any time on or after the Initial Exchange Date; and (13) The Class M-2B Notes may be exchanged, in whole or in part, for the Class M-2BU and Class M-2BI Notes, and vice versa, pursuant to Combination 13 described in Exhibit A at any time on or after the 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. If the Class M-2 Notes have been exchanged for other Classes of MAC Notes pursuant to Combination 2, 3, 4 or 5, the Classes of MAC Notes held after the exchange will be treated in the same manner as if the Class M-2 Notes had been exchanged directly for the Class M-2A and Class M-2B Notes and then the Class M-2A and Class M-2B Notes had been exchanged pursuant to (i) Combinations 6 and 10, in the case of Combination 2, (ii) Combinations 7 and 11, in the case of Combination 3, (iii) Combinations 8 and 12, in the case of Combination 4 and (iv) Combinations 9 and 13, in the case of Combination 5. (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. (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 M-2A and Class M-3B M-2B Notes may be exchanged, in whole or in part, for the Class M-3 M-2 Notes, and vice versa, pursuant to Combination 2 1 described in Exhibit A, at any time on or after the Closing Date. On the Closing Date, the Class M-3A M-2A and Class M-3B M-2B Notes will be deemed to have been exchanged in their entirety for the Class M-3 M-2 Notes (without payment of any exchange fee referenced in Section 4(b) below), (2) The Class M-2AD and Class M-2BD Notes may be exchanged, in whole or in part, for the Class M-2D 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-2AD and Class M-2BD Notes will be deemed to have been exchanged in their entirety for the Class M-2D Notes (without payment of any exchange fee referenced in Section 4(b) below). (23) The Class M-2 Notes B-1D and the Class M-3A B-1I Notes may be exchanged exchanged, in whole or in part, for the corresponding MAC Class B-1 Notes, and vice versa, pursuant to Combination 1 and Combination 3 described in Exhibit A, respectively, A at any time on or after the Strip Closing Date. On the Closing Date, the Class B-1D and Class B-1I Notes will be deemed to have been exchanged, in whole or in part, for the Class B-1 Notes (without payment of any exchange fee referenced in Section 4(b) below). (4) The Class M-2 Notes may be exchanged, in whole or in part, for the Class M-2R and Class M-2I Notes, and vice versa, pursuant to Combination 4 described in Exhibit A at any time on or after the Initial Exchange Date. (5) The Class M-2 Notes may be exchanged, in whole or in part, for the Class M-2S and Class M-2I Notes, and vice versa, pursuant to Combination 5 described in Exhibit A at any time on or after the Initial Exchange Date. (6) The Class M-2 Notes may be exchanged, in whole or in part, for the Class M-2T and Class M-2I Notes, and vice versa, pursuant to Combination 6 described in Exhibit A at any time on or after the Initial Exchange Date. (7) The Class M-2 Notes may be exchanged, in whole or in part, for the Class M-2U and Class M-2I Notes, and vice versa, pursuant to Combination 7 described in Exhibit A at any time on or after the Initial Exchange Date. (8) The Class M-2A Notes may be exchanged, in whole or in part, for the Class M-2AR and Class M-2AI Notes, and vice versa, pursuant to Combination 8 described in Exhibit A at any time on or after the Initial Exchange Date. (9) The Class M-2A Notes may be exchanged, in whole or in part, for the Class M-2AS and Class M-2AI Notes, and vice versa, pursuant to Combination 9 described in Exhibit A at any time on or after the Initial Exchange Date. (10) The Class M-2A Notes may be exchanged, in whole or in part, for the Class M-2AT and Class M-2AI Notes, and vice versa, pursuant to Combination 10 described in Exhibit A at any time on or after the Initial Exchange Date. (11) The Class M-2A Notes may be exchanged, in whole or in part, for the Class M-2AU and Class M-2AI Notes, and vice versa, pursuant to Combination 11 described in Exhibit A at any time on or after the Initial Exchange Date. (12) The Class M-2B Notes may be exchanged, in whole or in part, for the Class M-2BR and Class M-2BI Notes, and vice versa, pursuant to Combination 12 described in Exhibit A at any time on or after the Initial Exchange Date. (13) The Class M-2B Notes may be exchanged, in whole or in part, for the Class M-2BS and Class M-2BI Notes, and vice versa, pursuant to Combination 13 described in Exhibit A at any time on or after the Initial Exchange Date. (14) The Class M-2B Notes may be exchanged, in whole or in part, for the Class M-2BT and Class M-2BI Notes, and vice versa, pursuant to Combination 14 described in Exhibit A at any time on or after the Initial Exchange Date. (15) The Class M-2B Notes may be exchanged, in whole or in part, for the Class M-2BU and Class M-2BI Notes, and vice versa, pursuant to Combination 15 described in Exhibit A at any time on or after the 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. If the Class M-2 Notes have been exchanged for other Classes of MAC Notes pursuant to Combination 4, 5, 6, or 7, the Classes of MAC Notes held after the exchange will be treated in the same manner as if the Class M-2 Notes had been exchanged directly for the Class M-2A and Class M-2B Notes and then the Class M-2A and Class M-2B Notes had been exchanged pursuant to (i) Combinations 8 and 12, in the case of Combination 4, (ii) Combinations 9 and 13, in the case of Combination 5, (iii) Combinations 10 and 14, in the case of Combination 6 and (iv) Combinations 11 and 15, in the case of Combination 7. (di) The Exchangeable Notes may be exchanged, in whole or in part, for the MAC Notes, and vice versa, and (ii) certain Classes of MAC Notes may be further exchanged, in whole or in part, for other Classes of MAC Notes, and vice versa, in each case 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.